CONTENTS
ECR Minerals plc | Annual Report 2024
CONTENTS
ECR Minerals plc | Annual Report 2024
CONTENTS
Page
Company Information
1
Chairman’s Statement
2
Strategic Report
10
Report of the Directors
19
Corporate Governance Statement
21
Directors’ Remuneration Report
42
Statement of Directors’ Responsibilities
47
Independent Auditor’s Report to the Members
48
Consolidated Statement of Comprehensive Income
55
Consolidated and Company Statement of Financial Position
57
Consolidated Statement of Changes in Equity
58
Company Statement of Changes in Equity
59
Consolidated and Company Cashflow Statement
60
Notes to the Financial Statements
61
Notice of Annual General M eeting
84
ECR M INERALS PLC
COM PANY INFORM ATION
ECR Minerals plc | Annual Report 2024
1
COM PANY INFORM ATION
Directors
Appointed
Resigned
Nick Tulloch
Chairman
15 September 2023
M ike Whitlow
M anaging Director
19 August 2024
David Tang
Non-Executive Director
3 August 2017
15 July 2024
Trevor Davenport
Non-Executive Director
1 October 2021
31 December 2024
Andrew Scott
Non-Executive Director
24 January 2022
Adam Jones
Chief Geologist
16 December 2020
23 January 2024
Company Secretary
Nick Tulloch
Head Office & Registered Office
Riverbank House
1 Putney Bridge Approach
London SW6 3JD
United Kingdom
Registered Number
05079979
Independent Auditor
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14 4HD
Nominated Adviser
Allenby Capital Limited
5 St. Helen’s Place
London EC3A 6AB
Principal bankers
Barclays Bank PLC
1 Churchill Place
London E14 5HP
Registrars
Computershare Investor Services plc
The Pavilions, Bridgwater Road
Bristol BS13 8AE
Solicitors
Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London, EC2A 2EW
Company website
www.ecrminerals.com
CHAIRM AN’S REVIEW
ECR Minerals plc | Annual Report 2024
2
CHAIRM AN’S REVIEW
For the period ended 30 September 2024
It is a pleasure to present ECR’s annual
report and accounts for the year to 30
September 2024. Having joined the
company, along with M ike Whitlow, just
two weeks before the beginning of the
year, it is probably no surprise that my
commentary and assessment of the
company’s performance and opportunities
looks forward from that date. We have
made no secret of the fact that ECR, when
we took up our roles in September 2023,
was in a difficult place financially. We
addressed
that
immediately
with
a
fundraising that month and I am pleased to
report that, today, the health of the
company could not be more different.
We have a strong balance sheet, having
completed further successful fundraises in
April and December 2024. We have also
strengthened it further with the sale of our
surplus land at Brewing Lane in Victoria for
A$225,000. Far more significantly, we
have the potential to strengthen our
balance sheet further via our process for
the potential sale of our wholly-owned
subsidiary, M ercator Gold Australia Pty Ltd
("MGA"). M GA holds certain of ECR’s
exploration assets in Victoria as well as
A$75 million of unutilised tax losses. I
cover both of these later in my report.
I said last year that M ike and I had carried
out a detailed examination of ECR’s assets
and business on our appointment and,
during the year under review and ongoing,
we have undertaken several campaigns to
develop our extensive portfolio with very
pleasing results.
The stand out success is Blue M ountain, a
licence acquired in April 2023 but, until last
year, one which had not featured in any of
ECR’s work programmes. However,
following a trenching programme, we
commissioned Gekko Systems Pty Limited
("Gekko") to carry out a single stage gravity
recoverable gold (“ GRG” ) test and sighter
leach test on samples of the ore collected
at Blue M ountain. This demonstrated a
recovery rate of 91.7% gold into 0.40% of
the mass and suggested that the ore
located at Blue M ountain is suitable for
gravity
concentration
using
a
batch
centrifugal concentrator ("BCC"). If these
results are repeatable across the project
area, then ECR may have a viable
commercial gold resource and that a
production plant could potentially be
established on site. M uch of our focus in
the first half of 2025 is intended to be
devoted to developing a plan to bring Blue
Mountain into production.
Small-cap resources companies invariably
focus on proving an opportunity before
bringing in a larger partner, either through
sale or farm out, to undertake the
commercial operations. As with so much
else that we have done, we are not afraid
to undertake this work ourselves, if
necessary, for the greater benefit of our
shareholders.
I had a productive visit to Australia in
January of this year which included two
days at Blue M ountain with ECR’s Chief
Geologist Adam Jones and Consultant
Geologist M ike Parker. It doesn’t come
across
in
photographs
or
indeed
commentary in our announcements but
the scale of the tenement is instantly
impressive. The first thought that may
come to mind about an alluvial resource is
CHAIRM AN’S REVIEW
ECR Minerals plc | Annual Report 2024
3
a single waterway but in fact Blue
M ountain is a series of gullies and the
markings of historical workings points that
we are in the right place.
Away from Blue M ountain, and underlining
one of ECR’s biggest advantages – namely
an extensive portfolio of assets, we
reported improved gold grades at Creswick
following a reverse circulation drilling
programme. We also re-examined historic
drilling core from Bailieston for antimony,
a metalloid which saw a 200% price
increase in 2024, and reported a best
result of 32% over 0.3 metres. Meanwhile
results at Lolworth, our largest project
area, generated interest from third parties
with the Geological Survey of Queensland
and
then
James
Cook
University
approaching us to conduct studies in the
area. Their work is not only an
endorsement of our efforts but will also
provide valuable insight into opportunities
within the project without ECR needing to
commit its own cash resources.
Following the year end, our maiden
diamond drilling campaign at Tambo
provided
valuable
structural
data,
particularly beneath and adjacent to the
historical Duke of Cornwall mine workings.
This and all of our activities are examined
in further detail below.
During the year the board underwent
some changes. David Tang, our former
Chairman, resigned in July 2024 and, in
December 2024, Dr Trevor Davenport,
who worked with us for three years,
announced his retirement. M y thanks go
to
them
both.
It
would
be
an
understatement to say they guided ECR
through a very challenging period and our
company has come through that and now
stands in a strong position.
I said last year that two of the tasks that
M ike and I set ourselves in September
2023 was to carry out a full investigation of
our assets and reconnect the Company
with its investor base. The former is
hopefully evidenced by my comments
above and the latter by our increased news
flow, coupled by social media, interviews,
videos and other investor interaction. The
job is far from done yet but I hope
investors will recognise the ongoing efforts
being made to drive shareholder value.
It was important to the board as a whole
that we demonstrated our conviction to
shareholders by accepting remuneration in
shares. A salary sacrifice scheme was in
operation throughout the year and,
together through my and M ike’s own
arrangements whereby almost 90 per
cent. of our remuneration is based in ECR
shares. To date, the board has sacrificed or
settled £383,000 of remuneration in return
for 160,291,866 new ordinary shares.
Gold prices have been very strong since
the start of our financial year in 1 October
2023, rising by around 50 per cent. since
that date. This has renewed investor
interest in gold explorers and producers as
well as created opportunities around
potential projects. We expect the natural
extension of this to be increased merger
and acquisition activity and we will ensure
we are well positioned to examine
prospects as they present themselves.
DISPOSALS OF NON-CORE ASSETS
In November 2024, we announced that we
had accepted in principle an offer for the
20 acres of land that we own at Brewing
Lane in Victoria for A$225,000. The land
formed part of our Creswick tenements
but the sale does not affect the mineral
rights. The sale completed in M arch 2025
and funds have been received.
Far more significant to ECR is our process
for the potential sale of M GA. Over the
past 20 years, M GA has accumulated over
A$75 million of tax losses in Australia
CHAIRM AN’S REVIEW
ECR Minerals plc | Annual Report 2024
4
which, according to advice received by the
Company in 2024, in the hands of a
business generating profits, could have a
value of A$18 – A$22 million, depending
on that business’ applicable tax rate, as
announced on 2 July 2024.
Tax losses cannot be sold on their own and
will always remain within the company
that incurred them. The solution to realise
value therefore is to sell M GA to a larger
group which can combine it with its other
operations. As M GA is our principal
operating subsidiary in Australia, holding
our three tenements in Victoria as well as
being our main contracting entity, some
pre-sale restructuring will be required so
that we can retain what we need.
We appointed Argonaut PCF Ltd to handle
the sale of M GA and, almost immediately,
we were pleasantly surprised by the level
of interest. On 1 November 2024, we
announced that we had entered into
exclusivity with Octo Holdings Pty Ltd
("Octo") and later that year we signed a
non-binding heads of terms in relation to
a proposed sale of M GA for a total cash
consideration of A$4.5 million. As we have
said on several occasions, a tax loss sale is
complicated. Aside from usual M &A
matters, the buyer will understandably
want a level of confidence in the future
usability of the losses as well as carrying
out all the due diligence typical on any sale.
As we continued to work through the
process with Octo, we were pleased to
receive continued interest in M GA thereby
giving us further options to realise value if
necessary. The structure of the proposed
transaction with Octo was to include our
Bailieston tenements as part of the sale
and we believe this ongoing interest in
M GA is driven in part by rising antimony
prices and growing global interest in the
strategic importance of the metal as
Bailieston has shown some very high
grades of antimony in a previous drilling
campaign.
After two extensions to the sale process
with Octo, we called time on it at the end
of February 2025 and terminated the non-
binding heads of terms. Octo needed to
complete
a
second
transaction,
independently from M GA, and it became
apparent
that
their
timetable
was
uncertain. With the ongoing third party
approaches and the global interest in
antimony, we took a difficult – but we
firmly believe correct – decision to widen
conversations and our thinking on our
Victorian assets and tax losses, including
investigating
a
drilling
campaign
at
Bailieston.
QUEENSLAND
Lolworth Project
At approximately 900 km2 in total, our
Lolworth Project represents our largest
tenement by land size. Given its enviable
location, it is perhaps surprising that the
area has seen little modern exploration
despite the presence of gold in the nearby
area. The rocks of the Lolworth area were
always considered by ECR to be similar to
the host rocks in the nearby and well-
known gold rich provinces of Charters
Towers and Ravenswood and results from
this year’s work have gone some way to
evidence the geological resemblance.
Our exploration to date has identified
multiple gold bearing streams within the
area. The work has led back to potential
sources of mineralisation at prospective
locations known as Reedy-Butterfly Creek,
Upper Gorge Creek and Flaggy Creek.
Stream sampling has also shown the
presence
of
Niobium-
Tantalum,
Neodymium and Rare Earth Element (REE)
mineralisation with the best indicators at
Oak Creek.
CHAIRM AN’S REVIEW
ECR Minerals plc | Annual Report 2024
5
Rock chip samples announced in October
2024 showed highest-grade gold results of
11.05, 14.15 and 14.7 g/ t Au, with 23 rock
chips returning silver grades greater than
10 g/ t Ag and with six samples exceeding
50 g/ t Ag. Trenching at the Gorge Creek
West Prospect has identified broader
zones of gold mineralisation, including
best grades of 11.05, 3.72 and 4.82 g/ t Au
within a quartz shear zone, and newly-
discovered gold-bearing veins identified
near Gorge Creek West and Uncle Terry
prospects.
These results followed our programme of
soil sampling in the middle of the year
where 41 samples returned results equal
to, or greater than, 0.05 ppm Au (Gold) at
the Dagwood Prospect including four
results above 1.00 ppm Au. 15 samples
returned results greater than 0.05 ppm Au
from the Gorge Creek Diggings Prospect
with a best result including 16.85 ppm Au.
These follow on from last year’s highlights
where Reedy Creek returned best rock
chips of 22g/ t with stream samples of 205
PPM ; Gorge Creek returned rock chips of
up to 13.75g/ t with stream samples of
1,395 PPM ; and Butterfly Creek reported
stream samples of 962 PPM .
It is pleasing to see that our efforts have
not gone unnoticed and, in September
2024, we were approached by the
Geological Survey of Queensland ("GSQ")
to undertake an evaluation of the critical
minerals potential at Lolworth. A site visit,
which included mapping and the collection
of
rock
chip
samples,
took
place
predominantly at the Oaky Creek prospect
in the central-north area of the Lolworth
Project. Stream sampling in this area has
previously
detected
Niobium
in
concentrate
samples.
Geochemical
analysis will be carried out by the GSQ on
pegmatites to better understand their
fertility for hosting critical minerals, in
particular Niobium and Tantalum.
Then
on
29
November
2024,
we
announced that we had entered into a
collaboration agreement with James Cook
University in Queensland, a leading local
institution in science and engineering
research, to further explore the potential
for rare earth elements within the
Lolworth Project area.
The collaboration will see the university
recruit post-doctoral researchers and PhD
students to form a dedicated team to
analyse and interprete the mineral data
from
the
area
to
enhance
the
understanding of its REE potential. All data
generated will be shared with ECR, further
strengthening our technical insights into
the project.
Kondaparinga Licence
As announced in October 2023, we took
the decision to terminate the proposed
“Hurricane” acquisition and shortly ahead
of
that
applied
for
EPM 28910
at
Kondaparinga. This area is situated close to
the original geological features that first
bought
Hurricane
to
our
attention.
Significantly, it is also twice the size of
Hurricane. We are working through the
process for the licence to be granted and
we expect to have this concluded this year.
Blue M ountain Project
As I said above, standing out from all of our
other successes this year is Blue M ountain.
Acquired in 2023, no work was carried out
until this year. Previous testing of the
alluvial ground on South Kariboe Creek and
Denny's Gully is evidenced by the remains
of old pits within the creek. A historic (non-
JORC) report within this region for the
South Kariboe Creek and Denny's Gully
prepared by Normin Consultants Pty Ltd
estimates a potential 1,426,800 bank cubic
metre (b.c.m) at 0.60 grammes per b.c.m.
implying 27,526 oz Au.
CHAIRM AN’S REVIEW
ECR Minerals plc | Annual Report 2024
6
In July 2024 we completed eight test
trenches on the upper reaches of South
Kariboe Creek. A total of 15.4 cubic metres
of alluvial gravel was processed through a
pilot trommel wash plant, yielding 9.95
grammes of visible gold, an overall average
of 1.55 grammes per b.c.m. which was
significantly
higher
than
previous
estimates.
In
addition, six
bulk
samples
of
concentrates
were
submitted
for
laboratory analysis and the best results
included 192.15 g/ t, 97.40 g/ t and 33.19
g/ t Au within these concentrates.
But the best news was still to come. We
commissioned Gekko to carry out a GRG
test and sighter leach test on samples of
the ore collected at Blue M ountain. The
GRG test work demonstrated a recovery
rate of 91.7% gold into 0.40% of the mass.
These findings suggest that the ore located
at Blue M ountain is suitable for gravity
concentration using a batch centrifugal
concentrator ("BCC"). If these results are
repeatable across the project area, then
ECR may have a viable commercial gold
project and that a production plant could
potentially be established on site.
It is important to note that, unlike other
ECR projects, the Blue M ountain Project is
based on an alluvial gold system. Gold is
therefore found at or near the surface,
meaning that the mining techniques used
to extract any minerals are not associated
with high capital expenditure that other
projects may have, for example, where
higher gold grades are located at great
depth.
Future production at the Blue M ountain
Project would most likely be undertaken
through gravity concentration of near-
surface ore.
VICTORIA
ECR’s operational hub remains in Bendigo,
in Victoria, Australia, and from here our
field and drill team have continued to
progress
our
projects
at
Creswick,
Bailieston and Tambo.
Creswick
Historically, a considerable amount of
investor interest has centred on our
Creswick project. There is good reason for
this interest. Creswick sits in an impressive
“ postcode”
with
numerous
historic
production sites in the vicinity and, more
recently, growing interest again in Victoria
as a gold-producing region.
In the first half of the year, we returned to
drill at Creswick, this time at Davey Road
and Kuboid Hill. The reverse circulation
("RC") drilling programme completed 522
metres at Davey Road and 1,032 metres at
Kuboid Hill.
CHAIRM AN’S REVIEW
ECR Minerals plc | Annual Report 2024
7
At Davey Road, we reported a best overall
grade gold of 41.03g/ t Au over one metre.
The Kuboid Hill
programme led
to
different, and possibly more significant,
findings
with
the
drilling
campaign
demonstrating quartz/ gold mineralisation
continuity in the Creswick area. This was
indicated
in
several
holes
where
contiguous gold is present at 3.05g/ t Au
over 3 metres, 2.25g/ t Au over 4 metres
and 1g/ t Au over 5 metres, comparing very
favourably
with
historical
mining
operations elsewhere in Victoria with
broad mineralisation where those grades
averaged around 0.7 g/ t Au.
Once completed, bulk sampling at Kuboid
Hill revealed higher gold content than from
the initial analysis. This was anticipated
because of the presence of coarse gold in
the area. Five bulk samples are now
evidencing significant intercepts, the most
prominent of which is an increase from 1m
@ 1.04 g/ t Au to 1m @ 8.37 g/ t Au in hole
KHRC005 from 17m depth. These findings
support the presence of higher-grade gold
pockets within a broader low-grade
mineralisation halo at Kuboid Hill which
differs from Davey Road's narrow vein,
higher-grade style of mineralisation. The
results
provide
encouragement
that
similar mineralisation styles exist within
the Creswick license area.
Bailieston
We
concluded
a
successful
stream
sampling programme at Bailieston earlier
in the year, which produced best results of
798 ppb Au and 712 ppb Au. But far more
significantly we took the decision to re-
analyse the core from our previous drilling
in 2020-21 at the HR3 prospect at
Bailieston for antimony. The Costerfield-
Bailieston-Nagambie district is noted for
economic veins of antimony and elevated
antimony
had
been
observed
from
previous
pXRF
analysis of
the
drill
core. Antimony is classified as a critical
mineral by the Australian Government and
by many other major economies and, in
the past year, has seen a 200% price
increase.
As part of ECR’s drilling programme in
2021-2022 at Bailieston, all diamond drill
core underwent regular analysis using a
handheld pXRF unit. The data was
subsequently
analysed
for
antimony
concentrations exceeding 2,000 ppm Sb.
44 samples were chosen and forwarded to
OSLS
Laboratory
in
Bendigo
for
comprehensive
multi-element
analysis
(M E-ICP). Samples returning Sb higher
than 4,000 ppm are tested for higher Sb
concentrations by XRF method.
The best sample returned an antimony
result of 0.3m @ 32% Sb while a further 11
samples
returned
anomalous
results
greater than 0.1% Sb.
As explained above, a step out drilling
programme at Bailieston is now being
planned and we expect to provide some
further updates in due course.
Tambo
Shortly after the financial year end, we
embarked on and completed a diamond
drilling campaign at Tambo consisting of
CHAIRM AN’S REVIEW
ECR Minerals plc | Annual Report 2024
8
five diamond drill holes a total depth of
428 metres. Previous rock chip assays
from direct outcrop and exposures around
and within the old workings include results
of 22.85 g/ t Au, 26.25 g/ t Au and 52.2 g/ t
Au coupled with highly anomalous gold in
soils.
The drilling campaign's objective was to
investigate the structural controls on gold
mineralisation and associated geochemical
haloes, particularly beneath and adjacent
to the historical Duke of Cornwall mine
workings. Best results from the overall
programme include 0.4 metres @ 8.51 g/ t
Au from Drill Hole DOCD002 and 0.15
metres at 10.6 g/ t Au from Drill Hole
DOC004.
The campaign provided valuable structural
data, confirming the association of gold
mineralisation
with
quartz
veining
adjacent to the main shear zone. A
secondary
control,
possibly
plunging
concentrations of mineralisation along
strike, is starting to be evidenced by the
drilling and will be studied in more detail.
The Duke of Cornwall Lode system remains
largely untested, with approximately 80%
of its strike length unexplored.
Importantly,
the
drilling
campaign
successfully
demonstrated
that
mineralisation continues at depth below
the old mine workings in key areas and
considerably enhanced our geological
understanding of the prospect. This year
we intend to design a follow-up drilling
campaign focusing on deeper exploration
beneath the high-grade zones identified in
DOCD002 and DOCD004 as well as
incorporating
the
structural
and
geochemical insights gained to explore
central portions of the Lode, which remain
prospective for gold mineralisation.
OTHER ASSETS
Avoca and Timor Exploration Licence
Royalties
In April 2020, the Group’s subsidiary
M ercator Gold Australia Pty Ltd entered
into an agreement for the sale of the Avoca
and Timor exploration licences. A cash
payment of US$500,000 was received at
the time and ECR continues to be entitled
to:
1.
A further payment of A$1 for every
ounce of gold or gold equivalent of
measured
resource,
indicated
resource
or
inferred
resource
estimated within the area of one or
more
of
the
licences
in
any
combination or aggregation of the
foregoing, up to a maximum of
A$1,000,000 in aggregate; and
2.
A further payment of A$1 for every
ounce of gold or gold equivalent
produced from within the area of
one or more of the licences, up to a
maximum
of
A$1,000,000
in
aggregate.
No payments under the Avoca and Timor
exploration licence royalties were received
in the year.
SLM Gold Project Royalties
In February 2020, the Company sold its
wholly owned Argentine subsidiary, Ochre
M ining SA, which holds the SLM gold
project in La Rioja, Argentina. ECR retained
a royalty of up to 2 per cent. to a maximum
of US$2.7 million in respect of future
production from the SLM gold project. The
Directors have since been made aware
that operations at the SLM gold project
have ceased and consequently, although
the royalty remains valid, they no longer
consider this to be a meaningful asset of
the Company.
CHAIRM AN’S REVIEW
ECR Minerals plc | Annual Report 2024
9
Asset Review
As the Group is not generating revenue
from operations, the Directors consider
that profit and loss is a metric of less utility
than in many other businesses. For the
year to 30 September 2024 the Group
recorded a total comprehensive loss of
£1,183,181 compared with £1,772,670 for
the year to 30 September 2023. This is
reflected principally by administrative
expenses.
The Group’s net assets at 30 September
2024 were £5,240,546 in comparison with
£5,012,403 at 30 September 2023.
During the year, ECR committed the
majority of its capital to drilling campaigns
and exploration activities. However, the
Company raised £580,000 before expenses
in October 2023 and a further £585,000
before
expenses
in
April
2024.
Furthermore
a
subscription
to raise
£950,000 before expenses at 0.33 pence
per ordinary share was completed in
December 2024. Importantly, we are now
fully
funded for our planned
2025
programme.
In October 2023, a cross-board salary
sacrifice scheme in lieu of shares was
agreed to further save cash. To date, the
Board has sacrificed or settled £383,000 of
salary in return for 160,291,866 new
ordinary shares.
Throughout the year we have continued to
find additional measures to preserve cash
going forward. In April 2024 we closed our
London
office,
reducing
headcount
accordingly. We also made consequent
savings on IT and document storage.
M ost recently, and after the year end, we
accepted and completed an offer of
A$225,000 for the proposed sale of its
surplus land at Brewing Lane in Victoria,
Australia.
It is no secret that 2023 was a difficult year
for ECR with a falling share price and
capital constraints. However, during 2024
we have significantly advanced our assets
across the group through an acceleration
of pace and a diligent assessment of our
portfolio. These efforts have produced
considerable opportunity – promising
results
from
Tambo,
Lolworth
and
Creswick give us plenty of follow up
opportunities but it is perhaps Blue
M ountain, where we have the opportunity
to commence production later in the year,
that
provides
the
nearest
revenue
opportunity.
Finally, my thanks to our shareholders for
supporting us. There is considerable cause
for optimism as we enter 2025. We will
continue to investigate the potential to
bring Blue M ountain into production,
whilst also advancing our other assets.
Alongside that our policy of keeping a tight
rein on costs is unchanged. I look forward
to reporting back to you with further
progress.
Nick Tulloch
Chairman
28 March 2025
STRATEGIC REPORT
ECR Minerals plc | Annual Report 2024
10
STRATEGIC REPORT
For the period ended 30 September 2024
The Directors of the Company present
their Strategic Report for the year ended
30 September 2024.
Principal Activities
The principal activity of the Group is the
identification, acquisition, exploration and
development of mineral projects. The
principal activity of the Company is that of
a holding company for its subsidiaries and
other
investments,
although
project
development
activities
may
also
be
undertaken directly. Whilst the Group’s
historical focus has been on gold, as is its
current
focus,
it
also
considers
opportunities
in
other
mineral
commodities.
The main current area of activity is Central
Victoria
and
Northern
Queensland,
Australia.
Future Developments
The Group will continue to seek to advance
and add value to its projects through
exploration activities, and, in addition, is
actively considering potential transactions
in relation to certain of its projects, which
may create value for the Company and its
shareholders.
The Group also continues to review
potential new projects on a highly selective
basis, with a concentration on precious,
base and strategic metals.
Organisation Review
The Company is incorporated in England
and Wales but operates in other countries
through
foreign
subsidiaries
and
contractual arrangements. Nick Tulloch,
Chairman, and M ike Whitlow, M anaging
Director, are based in the United Kingdom,
while
Andrew
Scott,
Non-Executive
Director, is based in New Zealand. The
corporate structure of the Group reflects
its present and historical activities and the
requirement, where appropriate, to have
incorporated
entities
in
particular
countries.
The Company has a wholly owned
Australian
subsidiary,
M ercator
Gold
Australia Pty Ltd (“ M GA” ), which has
accumulated some A$75 million tax losses
from its past operations and is therefore a
suitable vehicle for any future profit
generative activities of the Group in
Australia. M GA itself has two wholly
owned Australian subsidiaries, M ercator
Gold Holding Pty Ltd and Lux Exploration
Pty Ltd.
The Directors aim to ensure that the Group
operates with as low a cost base as is
practical in order to maximise the amount
spent
on
mineral
exploration
and
development, in which activities the
expertise and experience of the Directors
and
consultants
of
the
Group
are
employed to add value to the Group’s
projects.
The
services
of
various
STRATEGIC REPORT
ECR Minerals plc | Annual Report 2024
11
consultants are utilised to meet the needs
of the Group in respect of technical and
other activities.
The Group’s activities are financed through
periodic
capital
raisings,
principally
through the placement of the Company’s
ordinary shares. As the Group’s projects
become more advanced, other forms of
finance appropriate to the stage of
development and potential of each project
may be considered.
Financial & Performance Review
The Group’s ongoing activities are solely in
mineral exploration and development. It is
not in production at any of its current
projects and therefore has no revenue.
For the year to 30 September 2024, the
Group recorded a total comprehensive loss
attributable
to
shareholders
of
the
Company of £1,183,181, a decrease
compared with £1,772,670 for the year to
30
September
2023.
The
largest
contributor to the total comprehensive
loss was the administrative expenses.
The Group’s net assets as at 30 September
2024 were £5,240,546 in comparison with
£5,012,403 at 30 September 2023.
Exploration activity took place in both
Central Victoria and Northern Queensland,
Australia during the year to 30 September
2024, as discussed in the Chairman’s
Report. Capitalised exploration assets are
valued in the Consolidated Statement of
Financial Position at cost; this value should
not be confused with the potential
realisable value of the relevant projects or
be considered to determine the value
accorded to the projects by the stock
market, which in both cases may be
considerably different.
Strategy and Business M odel
The Group’s strategy is to locate and
acquire
mineral
projects
which
demonstrate
good
prospectivity.
The
Directors select these projects after a
thorough and critical appraisal. This is
needed as in general, across the industry
as a whole, the percentage of mineral
exploration and development projects
which go on to become fully operational
and producing mines is relatively low.
After acquiring an interest in a project, the
strategy is then to leverage the Group’s
commercial experience and access to
technical expertise to explore and further
develop the project, and in doing so to
create value for the benefit of the
Company’s shareholders. Decisions can
then be made at appropriate times as to
whether to continue the project into
production, enter into a joint venture with
another company, or sell the project
outright.
Where a project has been disposed of, the
proceeds of that disposal will usually be
reinvested in new projects. In the case of
very significant proceeds from a disposal,
the
Directors
would
also
consider
distributions to shareholders (subject to
the availability of distributable reserves).
The Group’s business model is to be an
efficient and successful explorer and
developer of mineral deposits.
The rights to carry out these activities may
be acquired through the receipt by the
STRATEGIC REPORT
ECR Minerals plc | Annual Report 2024
12
Group of licences from the relevant
authorities, or by negotiating to acquire
rights from existing owners. The Group will
generally seek to acquire such rights for
low initial payments, with any further
amounts paid later depending on the
success of the project. This enables the risk
inherent to the Group’s activities to be
somewhat mitigated.
The business model is put into practice by
the
Directors
in
conjunction
with
consultants as required, both in the UK and
overseas. In this way, overheads are kept
as low as possible and the flexibility of the
Group can be maintained.
Key Performance Indicators (“KPIs”)
KPIs which apply in traditional business
models are generally not relevant to early
stage
mineral
exploration
and
development
companies
which,
for
example, typically have little or no product
sales.
The Board has previously identified some
key
KPIs
which
are
considered
of
relevance. These are detailed below.
Project development
The Group reports the achievement of
exploration and development targets,
including results of exploration, definition
of exploration targets, and in due course
may report mineral resources and mineral
reserves, using internationally recognised
protocols.
Notable outcomes of exploration work
during the year included a significant
cross-section of gold grades and a detailed
understanding of the geology that have in
turn identified further targets across the
Creswick and Lolworth tenements and,
more
particularly,
the
potential
for
commercial production at Blue M ountain.
Following
the
year
under
review,
subsequent
results
from
a
maiden
diamond
drilling
campaign
indicate
development potential for Tambo.
End of year cash balance and attributable
cash resources
This KPI is of critical importance as it is a
prime indicator of whether the Group has
sufficient
financial
resources.
The
Directors take all necessary steps to
minimise the rate of cash burn on
overheads (commensurate with ensuring
that
the
Group’s
quality
standards,
including its human resources, are not
compromised and that it has adequate
resources, both human and otherwise, to
carry out its activities). The Group held
£281,368 of cash and cash equivalents at
30 September 2024, versus £82,462 at the
beginning of the year. Following the year
end, a subscription to raise £950,000
before expenses at 0.33 pence per
ordinary
share
was
completed
in
December 2024. The Directors consider
the performance of the Group in this
regard to be in line with the activities
required to fulfil the Group’s work
programmes.
Operating Review
As explained above, the Group’s current
physical operations are located in Central
Victoria
and
Northern
Queensland,
Australia.
STRATEGIC REPORT
ECR Minerals plc | Annual Report 2024
13
Section 172(1) Statement
In accordance with the Companies Act 2006 (as amended by the Companies (M iscellaneous
Reporting) Regulations 2018) (the “ Act” ) the Directors set out below how they have had
regard to the requirements of section 172(1) of the regulations. The Directors have acted in a
way that they considered, in good faith, to be most likely to promote the success of the
Company for the benefit of its stakeholders. We ensure that the Annual Report disclosures
give a fair, balanced and understandable assessment of the Company’s position and
prospects.
We set out below information about all our key stakeholder groups, explaining how we
engage and strive to develop collaborative relationships.
To demonstrate the decision-making process and how the Directors have considered the
matters in section 172(1) of the Act when making those decisions, the table below includes
some examples of decisions made during the course of the year, the stakeholders impacted,
points considered and the outcome of the decisions. The Board’s actions and activities have
continued to flow from (and support) our longer-term strategic planning direction.
Board Decision
Stakeholders
Considerations
Outcome
Ensure sufficient
funding to support
continuing business
activities
Shareholders
Customers
Employees
Suppliers
Long term funding
that is sufficient to
develop and
establish our brand
Fundraisings were
completed in
October 2023 and in
April 2024 and a
further subscription
for new ordinary
shares in December
2024 will meet
future planned and
foreseeable
business
requirements.
Career development
and progression
Employees
The Company’s
business is reliant
on the skills and
abilities of its
employees.
Visibility of job
opportunities as
appropriate.
Employees are
provided with
access to webinars,
seminars and other
written materials to
continually develop
their skills and
knowledge of the
Company’s industry.
The Board has identified the following key stakeholders: Shareholders, Employees, Suppliers
and Contractors.
STRATEGIC REPORT
ECR Minerals plc | Annual Report 2024
14
Our shareholders
The Board seeks to protect shareholders’ interests at all times by operating in accordance
with the corporate governance arrangements set out above, and by ensuring that each Board
decision is taken with due regard to the interests of shareholders as a whole. In addition to
making appropriate news releases and publishing financial reports, the Directors encourage
communication with shareholders at annual general meetings and by participating in investor
presentations, Q&A sessions and via social media.
We seek to ensure that our long-term strategy is aligned with their interests and to explain
how we aim to deliver sustainable growth and maximise the growth potential of the business.
On page 23 we set out in further detail how the Company complies with principle 2 of the
QCA (meeting shareholder needs and expectations).
Our employees and contractors
The Group seeks to remunerate its employees, staff and contractors fairly, offers flexible
working arrangements where practical and encourages employees, staff and contractors to
gain exposure to all aspects of the Group’s business. The Group gives full and fair
consideration to applications for employment received regardless of age, gender, colour,
ethnicity, disability, nationality, religious beliefs, transgender status or sexual orientation. It
considers the interests of employees when making decisions and welcomes suggestions from
its workforce which have the potential to improve the Group’s performance.
Our suppliers and contractors
Long-term partnerships, with consistently reliable suppliers that comply with all applicable
trading standards, meet our agreed service levels, and help us to achieve our corporate
objectives are important to the Group, and we continue to work to develop these ongoing
relationships. Our supplier selection process is rigorously reviewed by the Board on a regular
basis. We seek to ensure that each supplier adheres to appropriate standards of trade and
wherever possible we implement and monitor service levels.
The Board recognises the importance of maintaining the goodwill of its contractors,
consultants and suppliers, and encourages this through fair dealings. The Group has a prompt
payment policy and seeks to ensure all liabilities are settled within the terms agreed with that
supplier.
ECR is opposed to slavery and human trafficking within its operations and the supply chain we
utilise and will not knowingly support or do business with any organisation involved in slavery
or human trafficking or that otherwise may infringe human rights.
Our tax policy
ECR has a clear tax strategy that guides our approach to tax payments and underpins our
values as an organisation. We believe in acting with integrity, honesty and transparency to
ensure that the organisation is correctly calculating tax payments, interpreting the tax rules
in good faith and paying monies in a timely manner as required. The organisation secures tax
advice as required to inform our approach and taxation calculations and will take additional
expert advice if required to ensure that these payments are accurate. The Board is informed
and supports the organisation’s tax strategy and approach.
STRATEGIC REPORT
ECR Minerals plc | Annual Report 2024
15
On page 23 we set out in further detail how the Company complies with principle 3 of the
QCA (how we take into account wider stakeholder and social responsibilities).
The Directors of ECR M inerals plc regularly review the risks and uncertainties to which the
Group is exposed and seek to ensure that these risks and uncertainties are, as far as possible,
minimised. The Directors have identified the principal risks and uncertainties facing the Group
and these are set out below:
Principal risks and uncertainties
Risk description
Risk management
Exploration risk
M ineral exploration is, by its nature, speculative, and
as mentioned earlier the number of such projects
which develop into mining operations is relatively
low. There is no certainty that the Group’s
exploration projects can be economically exploited
and no certainty that this will enhance shareholder
value. If the Directors ultimately decide that a
prospect has no economic future and they are unable
to sell it on, the costs incurred to date would be
written off in the Consolidated Income Statement in
the year in which the decision to discontinue
exploration operations is made.
Development Risk
All mineral exploration and development projects
may be subject to delays and/ or unforeseen
difficulties arising from bad weather, natural
disasters, non-availability or delayed availability of
licences or permits, changes in the terms on which
key licences or permits are available, commissioning
of operations, and the raising of finance, among other
factors. The risk of delays and unforeseen difficulties
is mitigated when practical and legal to do so.
However, the risk remains that such factors may
render a project unfeasible, or not economically
feasible.
Commodity Prices
Changes in the spot and forward prices of the
relevant mineral commodity can affect the economic
viability of a project at any stage in its life cycle.
Resource Risk
M ineral deposits are evaluated by their size, grade
and by other parameters, and mineral resources and
reserves are typically calculated in accordance with
accepted
industry
standards
and
codes.
Nevertheless, there is always some level of
STRATEGIC REPORT
ECR Minerals plc | Annual Report 2024
16
uncertainty in the underlying assumptions. The Board
keeps these assumptions under constant review and
adjusts
the
Group’s
development
strategy
accordingly.
M ining & Processing Technical
Risk
Variations can occur unexpectedly in the technical
parameters of a project and can considerably alter its
economic viability, despite the Directors taking as
many precautions (such as confirmatory drilling,
metallurgical test work and feasibility studies) as is
sensible.
Environmental Risks
Changes in legislation and the risk of environmental
damage can give rise to unplanned environmental
liabilities or threaten the continuity of a project at any
stage in its life cycle. The environmental parameters
of all projects are considered carefully so as to
minimise these risks.
Financing Risk
This arises when despite its best efforts the Group
finds itself unable to raise the requisite finance on its
optimal timescale, or at all. As a result, project
development may be either delayed or suspended
pending the raising of finance, and the lack thereof
may threaten the rights of the Group in the event the
Group is unable to meet its commitments.
The Directors aim to plan far enough ahead to ensure
an orderly timing of finance raising activities in order
to ensure, as far as practical, that the Group has
sufficient liquidity to enable projects to proceed as
planned.
Partner Risks
Any joint venture arrangement contains an element
of counterparty risk, particularly as to the financial
status of the joint venture partner or to its level of
participation in the joint venture, and these issues
can ultimately lead to the failure of the joint venture.
There is a need to maintain good working relations
with the Group’s joint venture partners and to
monitor their involvement and financial condition on
a regular basis.
Political & Regulatory Risk
This takes many forms and can exist in developed
countries (enhanced environmental requirements,
changes in taxation, etc.) as well as less developed
countries (civil unrest, government expropriation of
mineral assets, corruption etc.).
STRATEGIC REPORT
ECR Minerals plc | Annual Report 2024
17
Internal Control & Risk
M anagement
The Directors are responsible for the Company’s
internal control systems. Whilst no system can give
absolute
assurance
against
material
loss
or
misstatement, the Group’s processes are designed,
within the confines of the limited number of
personnel
employed,
to
provide
reasonable
assurance that issues are identified and dealt with in
a timely manner.
The on-going financial performance of the Group is
monitored regularly, risks are identified and where
necessary adjustments are made as early as is
possible. The Board, subject to the necessary
shareholder authority, regularly reviews capital
investment, project acquisitions and disposals,
borrowing facilities (if any), insurance and any
guarantee arrangements.
Financial Risk Management Objectives and Policies
The Group does not presently hold any forward or hedge positions in either currency or
minerals. Currently these are not deemed necessary, but this is reviewed from time to time,
particularly noting any ongoing volatility in currencies. There is inherent risk in operating
between different currencies, principally GBP and AUD, and the Board monitors and reviews
this exposure on a regular basis. The Board also works with currency brokers to assess the
timing of any transfers between its areas of operation.
The Board recognises the Group’s exposure to liquidity risk and that the Group’s ability to
continue its operations is dependent on it having or acquiring sufficient cash resources. The
Board continually monitors the Group’s cash position and may realise all or part of the
Group’s investments in order to maintain the ability of the Group to meet its obligations as
they fall due.
The location of the Group’s principal activities is currently in Australia and its corporate base
is in the United Kingdom. These locations are considered stable with advanced economic and
legal infrastructures.
Further details of the Group’s financial risk management objectives and policies are set out
in Note 18 to the financial statements.
Forward Looking Statements
This Annual Report & Accounts 2024 may include forward looking statements. Such
statements may be subject to a number of known and unknown risks, uncertainties and
other factors that could cause actual results or events to differ materially from current
expectations. There can be no assurance that such statements will prove to be accurate and
therefore actual results and future events could differ materially from those anticipated in
such statements.
STRATEGIC REPORT
ECR Minerals plc | Annual Report 2024
18
Accordingly, readers should not place undue reliance on forward looking statements. Any
forward-looking statements contained herein speak only as of the date hereof (unless stated
otherwise) and, except as may be required by applicable laws or regulations (including the
AIM Rules for Companies), the Company and the Group disclaim any obligation to update or
modify such forward-looking statements as a result of new information, future events or for
any other reason.
Events after the reporting period
Subsequent events to the reporting period are set out in Note 21.
Going concern
After making enquiries, the Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable future. Further
details are given in Note 2 to the Financial Statements. For this reason, the Directors
continue to adopt the going concern basis in preparing the financial statements.
Donations
The Company made no political or charitable donations during the period although, during
the year, a very small number of products were donated to charitable causes.
ON BEHALF OF THE BOARD
Nick Tulloch
Chairman
28 March 2025
REPORT OF THE DIRECTORS
ECR Minerals plc | Annual Report 2024
19
REPORT OF THE DIRECTORS
For the period ended 30 September 2024
The Directors of ECR M inerals plc (the ‘Company’ and the ‘Group’) present their annual report
and audited financial statements for the year to 30 September 2024.
Principal activity
A full review of significant matters, including likely future developments, is contained in the
Chairman’s Report and the Strategic Report.
Details of significant events after the reporting date are also disclosed in Note 21 to the
financial statements.
Results and dividends
The results for the year are set out in the Consolidated Income Statement. No dividend is
proposed in respect of the year (2023: nil). The Group loss for the year of £1,183,181 (2023:
loss of £1,772,670) has been taken to reserves together with the other comprehensive income
and loss.
Directors
The Directors who served at any time during the period were:
Directors
Appointed
Nick Tulloch
Chairman
15 September 2023
M ike Whitlow
M anaging Director
19 August 2024
David Tang*
Non-Executive Director
3 August 2017
Trevor Davenport* *
Non-Executive Director
1 October 2021
Andrew Scott
Non-Executive Director
24 January 2022
Adam Jones* * *
Chief Geologist
16 December 2020
* Resigned 15 July 2024
* * Resigned 31 December 2024
* * * Resigned 23 January 2024
Details of the Directors’ interests in the shares in the Company are set out in the Directors’
Remuneration Report on page 45.
Under the Company’s Articles of Association, at every annual general meeting of the
Company, any Director who has been appointed by the Board since the date of the last annual
general meeting or:
who held office at the time of the two preceding annual general meetings and did not
retire at either of them; or
who has held office with the Company as a non–executive Director (that is, he has not
been employed by the Company or held executive office) for a continuous period of
nine years or more at the date of the meeting,
REPORT OF THE DIRECTORS
ECR Minerals plc | Annual Report 2024
20
shall retire from office and may offer himself for election/ re–election by the members.
Total Directors’ emoluments are disclosed in Note 6 to the financial statements and details of
the share options granted to Directors are disclosed below.
The Directors will comply with Rule 21 of the AIM rules and the UK M arket Abuse Regulation
relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the
Group’s applicable employees.
Directors’ indemnities
The Company had in force during the year and has in force at the date of this report a
qualifying indemnity in favour of its Directors against the financial exposure that they may
incur in the course of their professional duties as Directors and officers of the Company and/ or
its subsidiaries.
Directors’ and Officers’ Liability Insurance
The Company had in force during the year and has in force at the date of this report a
qualifying indemnity in favour of its Directors against the financial exposure that they may
incur in the course of their professional duties as Directors and officers of the Company and/ or
its subsidiaries.
Statement on Disclosure of Information to Auditors
Having made the requisite enquiries and in the case of each of the Directors who are Directors
of the Company at the date when this report is approved:
•
so far as they are individually aware, there is no relevant audit information (as defined
by Section 418 of the Companies Act 2006) of which the Company’s auditors are
unaware; and
•
each of the Directors has taken all the steps that they should have taken as a Director
to make himself aware of any relevant audit information and to establish that the
Company’s auditors are aware of the information.
Auditor
PKF Littlejohn LLP has expressed its willingness to continue in office as auditor of the Company
and a resolution to confirm the appointment will be proposed at the forthcoming annual
general meeting.
REPORT OF THE DIRECTORS
ECR Minerals plc | Annual Report 2024
21
Annual General M eeting
The annual general meeting of the Company will be held at 11.00 am on 23 April 2025 at the
offices of Allenby Capital Limited, 5th floor, 5 St. Helen’s Place, London EC3A 6AB, United
Kingdom. Notice of the annual general meeting is set out at the end of this Annual Report.
Nick Tulloch
Chairman
28 March 2025
CORPORATE GOVERNANCE STATEM ENT
ECR Minerals plc | Annual Report 2024
22
Corporate Governance Statement
The Board is committed to the principles of
good
corporate
governance
and
to
maintaining high standards and best
practice of corporate governance. The
directors have acted to develop corporate
governance practices which are suitable
for the size and nature of the Company and
which have been directed by the Quoted
Companies Alliance Corporate Governance
Code (2018 Edition) (the ‘‘QCA Code’’).
ECR aims to conduct its business in an
open, honest and ethical manner. The
Board is accountable to shareholders for
good corporate governance and has
adopted the procedures set out below in
this regard.
The directors also note that companies are
increasingly encouraged to provide details
on their website and in their annual report
of the recognised corporate governance
code that the Company has decided to
apply, how it complies with that QCA Code
and, where it departs from this an
explanation of the reasons for doing so. To
the extent that ECR departs from any of
the provisions of the QCA Code it will
endeavour to provide details on its website
or otherwise, and as appropriate. The
Chairman is responsible for leading the
Board to ensure that ECR has in place the
strategy, people, structure and culture to
deliver value to shareholders and other
stakeholders of the Company over the
medium to long term. The Board is
conscious that the corporate governance
environment is constantly evolving and the
charters and policies under which it
operates its business continue to be
monitored and amended from time to
time.
The QCA Code is based on ten principles
that focus on the pursuit of medium to
long term value for shareholders. The QCA
has stated what it considers to be
appropriate arrangements for growing
companies and asks companies to provide
an explanation about how they are
meeting
the
principles
through
the
prescribed disclosures. The directors have
considered how we apply each principle in
the context of the Company’s size,
strategy,
resources
and
stage
of
development, and below have provided an
explanation of the approach taken in
relation to each.
The Board considers that the Company has
complied with all of the provisions of the
QCA Code including, during the year,
carrying out its own assessment of the
Board’s performance.
This statement was reviewed on 13 M arch
2025 and will be reviewed and updated at
least annually.
Principle 1 - Establishing a strategy and
business model to promote long-term
value for shareholders
The Board has set out the vision for ECR for
the short to medium term. The Board is
responsible for formulating, reviewing and
approving
the
Company’s
strategy,
budgets and corporate
actions.
The
Company holds Board meetings at least six
times each financial year and at various
other times, as and when required. The
Company’s business model and strategy is
reviewed and updated on a regular basis
and
in
line
with
the
growth
and
development of ECR.
Risk assessment and evaluation is an
essential part of the Company’s planning
and an important aspect of the Company’s
internal control system. The Company
strives
to
develop
strong
working
CORPORATE GOVERNANCE STATEM ENT
ECR Minerals plc | Annual Report 2024
23
relationships
with
its
partners
and
suppliers in its various operating locations
to manage and mitigate the operational
risks.
We
are
committed
to
operating
a
sustainable
business
and
plan
to
incorporate Environmental, Social and
Governance
aspects
to
all
future
opportunities reviewed.
Principle 2 - Seek to understand and meet
shareholder needs and expectations
ECR
has
established
a
Board
with
experience in understanding the needs
and expectations of its shareholder base. It
supplements
this
with
professional
advisors
including
public
relations,
corporate/ financial adviser, legal counsel
and brokers who provide advice and
recommendations in various areas of its
communications with shareholders.
The Company’s M anaging Director, M ike
Whitlow, is responsible for shareholder
liaison. He holds regular meetings with
major shareholders to maintain a dialogue
between the Company and its investors.
Private investor events and investor
roadshows
are
organised
by
the
Company’s brokers and public relations
consultants, where the M anaging Director
and at times ECR’s Directors meet with
current
(and
potential
future)
shareholders and brokers to update them
on the Company’s progress.
The
entire
Board
receives
feedback
following these meetings and any issues
raised are discussed. By keeping open and
transparent dialogue it can consider
matters and discuss with shareholders in a
positive and constructive way.
The Chairman and the Non-Executive
Director are available to meet with
shareholders if required.
Annual general meetings are held, which
all members have the right to attend, and
during each annual general meeting, time
is set aside specifically to allow questions
from attending members to be addressed
to the Board. As the Company is too small
to have a dedicated investor relations
department, the M anaging Director is
responsible
for
reviewing
all
communications received from members
and determining the most appropriate
response. In addition to these passive
measures, the M anaging Director plans to
engage with members through investor
shows once or twice each year.
All Directors receive regular industry and
peer updates, to enable them to keep
current on issues relevant to the Company
and its shareholders.
ECR also engages with its shareholders
through its website, which is designed to
be a hub to provide information to
shareholders, and through the posting of
regular updates to the market via the
Regulatory News Service. The Company
maintains a contact form on its website
which investors can use to contact the
Company.
This
form
is
prominently
displayed on the Company’s website
together with its address and phone
number.
Principle 3 - Take into account wider
stakeholder and social responsibilities
and their implications for long-term
success
In addition to its members, the Company
recognises that its main stakeholder
groups are its employees, consultants and
contractors, and the communities and
governmental
authorities
where
the
Company and its subsidiaries operate.
Where necessary, the Company dedicates
significant time to understanding and
acting on the needs and requirements of
each of these groups. Board members
CORPORATE GOVERNANCE STATEM ENT
ECR Minerals plc | Annual Report 2024
24
assess the needs and requirements of the
Company’s stakeholders as and when they
interact with each stakeholder group,
usually through meetings and dialogue,
and matters are then be raised at Board
level for appropriate action.
The Company’s employees are one of the
most important stakeholder groups and
the Board recognises the need for two-way
communication with the workforce. The
small size of the Company means that the
Directors
and
senior
managers
are
relatively accessible to all employees to
provide and receive feedback.
With
regard
to
corporate
social
responsibility, the Board is aware of the
impact the activities of the Company and
its
subsidiaries
may
have
on
the
communities in which they operate, and
aims to ensure this impact is positive.
ECR ensures that it conducts business with
its suppliers, and all stakeholders that are
involved or affected by its business,
according to rigorous ethical, professional
and legal standards with fairness and
integrity. This is embodied in our Anti-
Corruption and Bribery Policy. Feedback
from potential business partners and their
customers is at present informal. The
Company will contact customers, on an ad
hoc basis, and it will provide verbal
feedback where necessary to the Board.
ECR recognises its responsibilities to the
environment and community in the areas
in which it operates. The Company places
a high priority on operating to high
standards of integrity and ethics and
operates in a socially responsible manner.
ECR will undertake a programme of
continuous improvement to minimise any
direct or indirect environmental impacts
that may be associated with its business.
Principle
4
-
Embed
effective
risk
management,
considering
both
opportunities and threats, throughout
the organisation
The Company operates in the mineral
exploration
and
development
sector,
which is generally high risk but can provide
exceptionally
high
returns
for
shareholders. ECR recognises that risk is
inherent in all of its business activities. Its
risks can have a financial, operational or
reputational impact.
The
Company’s
system
of
risk
identification, supported by established
governance controls, is being developed in
such a way that it will direct the Company
on how it responds to the identified risks,
whilst acting ethically and with integrity for
the benefit of all its stakeholders.
The Company’s key internal controls
procedures
are
being
developed
to
include, amongst others:
Prioritised risk register - risks will be
evaluated to establish root causes,
financial and non-financial impacts and
likelihood of occurrence. Consideration
of risk impact and likelihood will also be
taken into account to determine which
of the risks should be considered as a
principal risk. The effectiveness and
adequacy of mitigating controls will
then
be
assessed
accordingly.
If
additional controls are required, these
are
identified,
and responsibilities
assigned. The Company’s Board will be
responsible for monitoring the progress
of actions to mitigate key risks. Key risks
will be reported to the Audit and Risk
Committee and at least once a year to
the full Board;
Preparation
of
annual
cash
flow
projections for approval by the Board
and ongoing review of expenditure and
cash flows;
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Establishment of appropriate cash flow
management and treasury policies for
the management of liquidity, currency
and credit risk on assets and liabilities;
Regular
management meetings
to
review
operating
and
financial
activities; and
Recruitment of appropriately qualified
and experienced staff to key positions.
Principle 5 - M aintain the Board as a well-
functioning, balanced team led by the
Chair
The Board currently comprises of two
executive and one non-executive director.
Andrew Scott, the non-executive director,
is considered by the Board to be
independent. The QCA Code suggests that
independence is a board judgement, but
where there are grounds to question the
independence of a director, through
length of service or otherwise, this must be
explained.
While Andrew Scott’s interest in the
Company
and
share
options
are
acknowledged, Andrew Scott’s interest in
the Company is largely the result of the
receipt of ordinary shares in lieu of cash as
part of the Company’s salary sacrifice
scheme, rather than the result of actively
seeking an equity interest. With this in
mind and noting that Andrew Scott is not
an employee of the Company nor holds a
business relationship with the Group, the
Board
is
satisfied
that
he
brings
independent judgment to bear in his role
as
a
non-executive
director
and
is
therefore able to resist inappropriate
demands from executive directors.
The Board’s current composition, given
that the Board only has one independent
non-executive
director,
represents
a
departure from the recommendation in
the QCA Code which states that a board
should have at least two independent non-
executive directors.
As noted in the Company’s announcement
on 16 December 2024, ECR is considering
the appointment of an additional non-
executive director to the Board who is
anticipated to be a second member of the
Board’s committees.
The
Company
has
constituted
the
following committees, each with formally
delegated duties and responsibilities set
out
in
respective
written terms of
reference:
Audit and Risk Committee; and
Nomination
and
Remuneration
Committee.
Andrew Scott, the non-executive director,
has agreed to chair the Audit and Risk
Committee and the Nomination and
Remuneration Committee.
The Board is responsible for the overall
leadership and effective management of
the Company, setting the Company’s
values
and
standards,
and
ensuring
maintenance of a sound system of internal
control and risk management. The Board is
also responsible for approving Company
policy and its strategic aims and objectives
as well as approving the annual operating
and capital expenditure budgets. The
Board supports the concept of an effective
Board
leading
and
controlling
the
Company and believes that its members
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26
have a well-established culture of strong
corporate
governance
and
internal
controls
that
are
appropriate
and
proportional to the Company’s culture,
size, complexity and risk.
All directors bring a wide range of skills and
international experience to the Board,
which holds meetings on a regular and
continuous
bases.
The
Chairman
is
primarily responsible for the workings of
the Board and for the running of the
business and implementation of the Board
strategy and policy. The Chairman is
assisted in the managing of the business on
a day-to-day basis by the Board and the
Company’s key advisors.
The Board has a formal schedule of regular
meetings
where
it
approves
major
decisions and utilises its expertise to advise
and influence the business. The Board will
meet on other occasions as and when the
business demands.
Board meeting attendance
Maximum
possible
attendance
Meetings
attended
Nick Tulloch
27
27
M ike
Whitlow
27
27
Weili (David)
Tang*
22
22
Dr Trevor
Davenport* *
26
26
Andrew
Scott
27
27
Adam
Jones* * *
12
11
The table above covers meetings from 1 October
2023 to 30 September 2024
* Resigned 15 July 2024
* * Resigned 31 December 2024
* * * Resigned 23 January 2024
The Board is supplied with appropriate and
timely information in order to discharge its
duties. The Board and its committees are
supplied with full and timely information,
including detailed financial information, to
enable the directors to discharge their
responsibilities. All directors have access
to the advice and services of the company
secretary, who is responsible for ensuring
that Board procedures are followed, and
that applicable rules and regulations are
complied with. Independent professional
advice is also available to directors in
appropriate circumstances.
It is the responsibility of the Chairman to
ensure that Board members receive
sufficient and timely information regarding
corporate and business issues to enable
them to discharge their duties.
A detailed agenda is established for each
scheduled
meeting
and
appropriate
documentation is provided to directors in
advance of the meeting. Regular Board
meetings provide an agenda that will
include reports from the Chairman, the
M anaging
Director,
reports
on
the
performance of the business and current
trading, and specific proposals where the
approval of the Board is sought.
In accordance with the Company’s Articles
of Association, at every annual general
meeting a director who (i) has been
appointed during the year, (ii) has not
stood for re-election at the previous two
annual general meetings or (iii) is a non-
executive director who has served for
more than nine years, shall retire from
office and shall put themselves forward for
re-election.
Division of responsibilities
At the date of publication of this
statement, the role of Chairman is fulfilled
by Nick Tulloch, who is also an executive
director on the Board. Although noting
that this is a departure from the QCA Code,
the Board has considered the efficacy of
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27
this and concluded that it is in the best
interests
of
the
Company
and
its
shareholders on the basis of:
The Company’s relatively small size
M r Tulloch’s involvement with both
the UK and Australian offices
M r
Tulloch’s
prior
career
in
corporate finance and knowledge of
corporate governance; and
M r Tulloch being resident in the UK.
As the Company grows in size, and has
access to greater financial resources, it is
the
Board’s
expectation
that
the
Company’s headcount will expand along
with its management team. It may in due
course be appropriate to separate the
roles of Chairman and executive director at
a later date.
The Chairman
The Chairman is responsible for the
running of the Company’s business for the
delivery of the strategy for the Company,
leading the management and/ or advisory
team and implementing specific decisions
made by the Board to help meet
shareholder expectations. He also takes
the lead in strategic development, by
formulating the vision and strategy for the
Company.
The Chairman reports to each Board
meeting on all material matters affecting
the Company’s performance. Given the
structure of the Board, and noting the fact
that the Chairman and senior executive
director roles are fulfilled by the same
individual, the Board believes that no
individual can disproportionately influence
the Board’s decision making.
The Chairman also leads the Board,
ensuring
constructive
communications
between Board members and that all
directors are able to play a full part in the
activities
of
the
Company.
He
is
responsible for setting Board agendas and
ensuring that Board meetings are effective
and that all directors receive accurate,
timely and clear information.
The Chairman also supports the M anaging
Director in the effective communication
with shareholders and ensures that the
Board understands the views of major
investors and is available to provide advice
and support to members of the executive
team.
Non-executive directors
There is currently one non-executive
director.
The
role
of
non-executive
directors is to understand the Company in
its entirety and constructively challenge
strategy and management performance,
set executive remuneration levels and
ensure an appropriate succession planning
strategy is in place. They must also ensure
they are satisfied with the accuracy of
financial information and that thorough
risk management processes are in place.
The non-executive director also assists the
Board with issues such as governance,
internal control, remuneration and risk
management.
Effectiveness
a)
Composition of the Board
The Board consists of three directors. Each
year
the
Board
will
consider
the
independence and performance of its non-
executive directors and will keep the
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28
market updated in accordance with the
QCA Code.
Non-executive directors are appointed for
an initial term of three years.
To ensure that they clearly understand the
requirements of their role the Company
has a letter of appointment in place with
the
non-executive
director.
Service
contracts will also be entered into with any
executive
directors
and/ or
senior
executives as and when appropriate and so
that they can clearly understand the
requirements of the role and what is
expected of them.
b)
Commitment
Each director commits sufficient time to
fulfil their duties and obligations to the
Board and the Company. They attend
Board meetings and join ad hoc Board calls
and offer availability for consultation when
needed. The contractual arrangements
between the directors and the Company
specify the minimum time commitments
which are considered sufficient for the
proper discharge of their duties. However,
all Board members appreciate the need to
commit additional time to the Company as
and when required.
Non-executive directors are required to
disclose prior appointments and other
significant commitments to the Board and
are required to inform the Board of any
changes to their additional commitments.
Before accepting new appointments, non-
executive directors are required to obtain
approval from the Chairman. It is essential
that no appointment causes a conflict of
interest or impacts on the non-executive
director’s commitment and time spent
with the Company in their existing
appointment.
Details of executive directors’ service
contracts and the non-executive directors’
appointment letters are available for
inspection at the Company’s registered
office during normal business hours and
can be made available at the AGM , on
request.
c)
Development
All newly appointed directors are provided
with an induction programme which is
tailored
to their
existing
skills
and
experience, legal update on directors’
duties and one on one meetings with the
other
members
of
the
Board
and
management team. The Board is informed
of any material changes to governance,
laws
and
regulations
affecting
the
Company’s business.
d)
Information and support
All directors have access to the advice and
services of the company secretary and
each director, and each Board committee
member,
may
take
independent
professional advice at the Company’s
expense, subject to approval and prior
notification being given to the other non-
executive directors and the company
secretary.
The appointment and removal of the
company secretary is a matter for the
Board as a whole. The company secretary
is accountable directly to the Board
through the Chairman.
Principle 6 - Ensure that between them
the directors have the necessary up-to
date experience, skills and capabilities
The individuals who have been appointed
to the Board have been chosen because of
the skills and experience they offer. The
Directors are of the opinion that the Board
comprises a suitable balance of resource
sector, technical, financial, accounting,
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29
legal and public markets skills as well as
experience of the Board as a whole and
that the recommendations of the QCA
Code have been implemented to an
appropriate level. The members of the
Board at the present time are listed earlier
in this annual report, together with an
outline of their experience, skills and
personal
qualities
relevant
to
the
Company’s business.
The diverse experience and expertise of
the directors is intended to ensure that the
Board has the skills and capabilities to
manage the Company for the benefit of
shareholders over the medium to long
term.
The directors keep their skillsets up to date
as required through the range of roles they
perform
with
other
companies
and
consideration of technical and industry
updates by external advisors. The directors
receive regular briefing papers on the
operational and financial performance of
the Company from the executives and
senior management.
The Company has no specific advisers to
the board other than its lawyers and AIM
nominated adviser.
Principle 7 - Evaluate board performance
based on clear and relevant objectives,
seeking continuous improvement
b)
Appointments to the Board
The Company has appointed a Nomination
and Remuneration Committee.
The
Committee
is
responsible
for
maintaining a Board of directors that is
diverse and has an appropriate mix of
skills, experience and knowledge to be an
effective decision-making body, ensuring
that the Board is comprised of directors
who
contribute
to
the
successful
management
of
the
Company
and
discharge their duties having regard to the
law and the highest standards of corporate
governance,
considering
and
recommending
Board
candidates
for
election or re-election and reviewing
succession planning.
The
Nomination
and
Remuneration
Committee plans to undertake a detailed
selection process as per the Group’s
recruitment and diversity standards to
appoint or re-appoint a director to the
Board. Included in this process are
appropriate
reference
checks
which
include but not limited to character
reference and bankruptcy to ensure that
the Board remains appropriate for that of
a UK quoted company.
c)
Evaluation of senior executives
Arrangements that are planned to be put
in place by the Board, to monitor the
performance of the Company’s executives,
include:
A review by the Board of the
Company’s financial performance;
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30
Annual
performance
appraisal
meetings incorporating analysis of
key performance indicators with each
individual to ensure that the level of
reward is aligned with respective
responsibilities
and
individual
contributions made to the success of
the Company;
An
analysis
of
the
Company’s
prospects and projects; and
A review of feedback obtained from
third
parties,
including
advisors
(where applicable).
Informal evaluations of the Chairman,
M anaging Director and other senior
persons
individual
performance
and
overall
business
measures
will
be
undertaken progressively and periodically
throughout the financial period.
The Board is aware that the QCA Code
recommends that the Board and its
committees are evaluated on a yearly basis
and, during the year, the Chairman plans to
organise for the Directors to carry out their
own
assessment
of
the
Board’s
performance.
Principle 8 - Promote a corporate culture
that is based on ethical values and
behaviours
The Board seeks to embody and promote a
corporate culture that is based on sound
ethical values and behaviours, something
we see as being a cornerstone to a strong
risk management programme.
a)
Code of conduct
The Board acknowledges the need for
continued maintenance of the highest
standard of corporate governance practice
and ethical conduct by all directors and
employees of the Company.
The Board will evaluate and approve a
code of conduct for directors, officers,
employees
and
contractors,
which
describes
the
standards
of
ethical
behaviour
that
are
required
to
be
maintained. The Company also plans to
actively promote the open communication
of
unethical
behaviour
within
the
organisation.
Compliance with the code of conduct is
envisaged as assisting the Company in
effectively managing its operating risks
and meeting its legal and compliance
obligations as well as enhancing the
Company’s corporate reputation.
The code of conduct describes the
Company’s requirements on matters such
as confidentiality, conflicts of interest, use
of Company information, employment
practices, compliance with laws and
regulations
and
the
protection
and
safeguarding of the Company’s assets.
An employee who breaches the code of
conduct may face disciplinary action. If an
employee suspects that a breach of the
code of conduct has occurred or will occur,
he or she must report that breach to the
Chairman or the senior independent non-
executive director, via a confidential
“ Whistle Blowing” process. No employee
will be disadvantaged or prejudiced if he or
she reports in good faith a suspected
breach. All reports will be investigated,
acted upon and kept confidential.
b)
Creating a fair and inclusive culture
The Company promotes an inclusive,
transparent and respectful culture. It
recognises that its people are our greatest
asset. Led by the values of responsibility,
excellence and continuous improvement,
integrity and trustworthiness, cooperation
and engagement, empathy and fairness
they apply their skills and expertise every
CORPORATE GOVERNANCE STATEM ENT
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31
day to ensure we operate both responsibly
and successfully. A culture based upon
sound ethical values and behaviours is an
asset
and
source
of
competitive
advantage. Key to this is recruiting and
retaining key senior personnel.
The Company is an equal opportunity
employer and seeks to hire, endorse and
retain highly skilled people based on merit,
competence, performance, and business
needs. The Company is committed to
employment policies which follow best
practice, based on equal opportunities for
all employees, irrespective of ethnic origin,
religion, political opinion, gender, marital
status, disability, age or sexual orientation.
c)
Anti-bribery and anti-corruption
The Company has adopted an anti-
corruption and bribery policy which will
apply to the Board and employees of the
Company.
It
will
set
out
their
responsibilities in observing and upholding
a zero-tolerance position on bribery and
corruption in all the jurisdictions in which
the Company operates. It will also provide
guidance to those working for the
Company on how to recognise and deal
with bribery and corruption issues and the
potential consequences of failing to
adhere to this guidance. The Company
expects
all
employees,
suppliers,
contractors and consultants to conduct
their day-to-day business activities in a fair,
honest and ethical manner, be aware of
and refer to this policy in all of their
business activities worldwide and to
conduct business on the Company’s behalf
in compliance with it. M anagement at all
levels are responsible for ensuring that
those reporting to them, internally and
externally, are made aware of and
understand this policy.
The Company takes a zero-tolerance
approach to acts of bribery and corruption
by any directors, officers, employees and
contractors. The Company will not offer,
give or receive bribes, or accept improper
payments to obtain new business, retain
existing business or secure any advantage
and will not permit others to do so on its
behalf.
d)
Dealings in company securities
The Company’s Share Dealing Policy is
binding
on
all
directors,
persons
discharging managerial responsibilities,
officers and employees who are in
possession of “ inside information” . All
such persons are prohibited from trading
in the Company’s securities if they are in
possession of ‘inside information’. Subject
to this condition and trading prohibitions
applying to certain periods, trading is
permissible
provided
the
relevant
individual has received the appropriate
prescribed clearance. The Board considers
that
the
share
dealing
code is
in
compliance with the UK M arket Abuse
Regulations
(“ M AR” )
and
AIM
requirements and continues to meet the
requirements of the Board.
e)
Health and Safety Policy
The
Company’s
objectives
include
observing the highest level of health and
safety standards, developing its staff to
their highest potential and being a good
corporate citizen in our chosen countries
of operations.
The Company is committed to providing a
safe
working
environment
for
its
employees and anyone doing work on the
Company’s behalf. The Board reviews and
makes recommendations concerning risk,
health and safety issues. The safety of
ECR’s employees are principal elements of
its business and are fundamental to the
Company’s culture and engagement with
its stakeholders. Health and safety is
routinely covered at Board meetings
during discussions on operations.
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32
Principle
9
-
M aintain
governance
structures and processes that are fit for
purpose and support good decision-
making by the Board
The Board as a whole is collectively
responsible for promoting the success of
the Company by directing and supervising
the Company’s affairs. The roles of the
Board are as follows:
To
provide
direction
and
entrepreneurial leadership of the
Company within a framework of
prudent and effective controls which
enable risks to be appropriately
assessed and managed;
To set the Company’s strategic aims,
ensure that the necessary financial
and human resources are in place for
the Company to meet its objectives
and
review
management
performance;
To demonstrate ethical leadership,
setting the Company’s value and
standards and ensuring that its
obligations to its shareholders and
others are well understood;
To create a performance culture that
drives
value
creation
without
exposing the Company to excessive
risk or value destruction;
To be accountable, and make well-
informed and high-quality decisions
based on a clear understanding of the
Company’s broader goals and specific
objectives;
To create the right framework for
helping directors meet their statutory
duties under the Companies Act 2006,
and/ or any other relevant statutory
and regulatory regimes; and
To
promote
its
governance
arrangements
and
embrace
the
evaluation of their effectiveness.
a)
Internal controls
In applying the principle that the Board
should maintain a sound system of internal
controls
to
safeguard
shareholders’
investment and the Company’s assets, the
directors recognise that they have overall
responsibility
for
ensuring
that
ECR
maintains systems to provide them with
reasonable assurance regarding effective
and efficient operations, internal control
and compliance with laws and regulations
and for reviewing the effectiveness of that
system. However, there are inherent
limitations in any system of control and
accordingly even the most effective
system can provide only reasonable and
not absolute assurance against material
misstatement or loss, and that the system
is designed to manage rather than
eliminate the risk of failure to achieve the
business objectives.
The key features of the internal control
system are described below:
Control environment
The Company is committed to high
standards of business conduct and seeks to
maintain these standards across all of its
operations. There are also policies in place
for the reporting and resolution of
suspected
fraudulent
activities.
The
Company
has
an
appropriate
organisational
structure for planning,
executing, controlling and monitoring
business operations in order to achieve its
objectives.
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Risk management and internal control
The Board is committed to carrying out a
robust assessment of the principal risks
facing the Company on a regular basis. The
Board is responsible for the identification
and evaluation of key risks applicable to
their areas of business. These risks are
assessed on a continual basis and may be
associated with a variety of internal and
external sources, including infringement of
intellectual property, investment risk, staff
retention,
disruption
in
information
systems,
natural
catastrophe
and
regulatory requirements.
The Group also plans to implement
periodic operational/ strategic reviews and
annual plans. The Board will then actively
monitor performance against the plan.
Forecasts and operational results will also
be consolidated and presented to the
Board on a regular basis. Through these
mechanisms,
performance
will
be
continually monitored, risks identified in a
timely manner, their financial implications
assessed, control procedures re-evaluated
and
corrective
actions
agreed
and
implemented.
Main control procedures
The Company has implemented control
procedures designed to ensure complete
and accurate accounting for financial
transactions and to limit the exposure to
loss of assets and fraud. M easures taken
include segregation of duties and reviews
by management. There are clear and
consistent
procedures
in
place
for
monitoring the system of internal financial
controls. The Board considers the internal
control system to be adequate for the
Company.
Financial and business reporting
It is the responsibility of the Board to
ensure that the accounts are prepared and
submitted. The Board will also act to
ensure that these documents will provide
the necessary information in order for
shareholders
to
assess
the
Group’s
performance,
business
model
and
strategy.
The Chairman will provide, at the end of
each
six-monthly
period,
a
formal
statement to the Board confirming that
the Group’s financial reports present a
true and fair view, in all material respects,
and that the Company’s financial condition
and
operational
results
have
been
prepared in accordance with the relevant
accounting standards.
b)
Board committees
The Company has established an Audit and
Risk Committee and a Nomination and
Remuneration Committee, both of which
will have formally delegated duties and
responsibilities. The minutes of all sub-
committees will be circulated for review
and consideration by all relevant directors,
supplemented by oral reports from the
respective committee chairs at Board
meetings.
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34
Audit and Risk Committee
The Company has an Audit and Risk
Committee comprised of Andrew Scott.
The duties
of
the Audit
and
Risk
Committee include the review of the
accounting
principles,
policies
and
practices
adopted
in
preparing
the
financial statements, internal control and
risk management processes and the
review of the Company’s financial results.
The Audit and Risk Committee considers
the need for an internal audit function,
reviews the risk management policies and
procedures and is responsible for ensuring
that adequate insurance cover is in place
for identifiable risks.
Nomination and Remuneration Committee
The Company has a Nomination and
Remuneration Committee comprised of
Andrew Scott. The Nomination Committee
is responsible for reviewing the structure,
size and composition of the Board and
making recommendations to the Board
with regard to any changes required. It is
responsible for locating appropriate senior
candidates
and
conducting
initial
interviews
and
submitting
recommendations on any appointment to
the Board.
Due to the nature of the size of the
Company all major operational decisions
are reserved for the Board. For the same
reason, matters delegated to committees
of the Board have been dealt with during
the course of ordinary board meetings,
with no separate meetings having been
held during the year for the individual
committees. The appropriateness of the
Company’s governance structures will be
reviewed as the Company evolves, and
changes made as necessary.
Principle 10 - Communicate how the
Company is governed and is performing
by
maintaining
a
dialogue
with
Shareholders
and
other
relevant
stakeholders
a)
Dialogue with shareholders
The
Company
places
considerable
importance on effective communications
with shareholders.
The Company’s communication strategy
requires
communication
with
shareholders and other stakeholders in an
open, regular and timely manner so that
the market has sufficient information to
make informed investment decisions on
the
operations
and
results
of
the
Company. The strategy provides for the
use of systems that ensure a regular and
timely release of information about the
Company is provided to shareholders.
The Company also posts all reports, stock
exchange announcements and media
releases and copies of significant business
presentations on the Company’s website.
b)
Constructive use of the AGM
The Board encourages full participation of
shareholders at the AGM to ensure a high
level of accountability and understanding
of the Company’s strategy and goals. The
Company provides information in the
notice of meeting that is presented in a
clear, concise and effective manner.
Shareholders
are
provided
with
the
opportunity at general meetings to ask
questions in relation to each resolution
before they are put to the vote and
discussion is encouraged by the Board.
Directors are usually available at and
following
general
meetings
when
shareholders have the opportunity to ask
questions on the business of the meeting.
Specifically, the Chairman of the Audit
CORPORATE GOVERNANCE STATEM ENT
ECR Minerals plc | Annual Report 2024
35
Committee and the Chairman of the
Remuneration Committee is available in
person or by conference call at the AGM to
answer questions from shareholders.
Other governance matters
a)
Diversity policy
The Company is committed to an inclusive
workplace that embraces and promotes
diversity. It is the responsibility of all
directors,
officers,
employees
and
contractors to comply with the Company's
diversity policy and report violations or
suspected violations in accordance with
this diversity policy.
The Company recognises the value of a
diverse work force and believes that
diversity supports all employees reaching
their full potential, improves business
decisions,
business
results,
increases
stakeholder satisfaction and promotes
realisation of the Company’s vision.
Diversity may result from a range of factors
including but not limited to gender, age,
ethnicity and cultural backgrounds. The
Company
believes
these
differences
between people add to the collective skills
and experience of the Company and
ensure it benefits by selecting from all
available talent.
b)
Company and individual
expectations
The Company recognises its own and
individual expectations to:
Ensure diversity is incorporated into
the behaviours and practices of the
Company;
Facilitate
equal
employment
opportunities
based
on
job
requirements only using recruitment
and
selection
processes
which
ensures we select from a diverse pool;
Engage
professional
search
and
recruitment firms when needed to
enhance our selection pool;
Help to build a safe work environment
by acting with care and respect at all
times,
ensuring
there
is
no
discrimination, harassment, bullying,
victimisation,
vilification
or
exploitation of individuals or groups;
Develop flexible work practices to
meet the differing needs of our
employees and potential employees;
Attract and retain a skilled and diverse
workforce as an employer of choice;
Enhance customer service and market
reputation through a workforce that
respects and reflects the diversity of
our stakeholders and communities
that we operate in;
Make a contribution to the economic,
social and educational well-being of
all of the communities it serves;
M eet the relevant requirements of
domestic and international legislation
appropriate
to
the
Company’s
operations;
Create an inclusive workplace culture;
and
Establish
measurable
diversity
objectives and monitor and report on
the achievement of those objectives
annually.
c)
M arket disclosure
The Company is subject to parallel
obligations under the AIM Rules and M AR,
in relation to the disclosure and control of
CORPORATE GOVERNANCE STATEM ENT
ECR Minerals plc | Annual Report 2024
36
price sensitive information. The Company
has obligations under corporate and
securities laws and stock exchange rules to
keep
the market
fully
informed
of
information which may have a material
effect on the price or value of Company’s
securities and to correct any material
misrepresentation,
mistake
or
misinformation
in
the
market.
The
Company takes continuous disclosure
seriously and requires that all of its
directors,
officers,
employees
and
contractors observe and adhere to the
Company’s
procedures
and
policies
governing
compliance
with
all
laws
pertaining
to
continuous
disclosure,
tipping off and insider trading.
The Company is in the process of
establishing a formal Disclosure Policy to
address
its
continuous
disclosure
obligations
and
arrangements.
The
objectives of the Disclosure Policy will be
to ensure that:
The communications of the Company
with the public are timely, factual and
accurate and broadly disseminated in
accordance with all applicable legal
and regulatory requirements;
Non-publicly disclosed information
remains confidential; and
Trading of the Company's securities
by directors, officers and employees
of the Company and its subsidiaries
remains in compliance with applicable
securities laws.
The Disclosure Policy will also provide
advice to all directors, officers, employees
and contractors of the Company of their
responsibilities regarding their obligation
to
preserve
the
confidentiality
of
undisclosed material information while
ensuring compliance with laws respecting
timely, factual, complete and accurate
continuous disclosure, price sensitive or
material information, tipping off and
insider trading. The Disclosure Policy will
also cover disclosures in documents filed
with the securities regulators and stock
exchanges and written statements made in
the Company’s annual and half-yearly
reports,
news
releases,
letters
to
shareholders, presentations by senior
management and information contained
on ECR‘s website and other electronic
communications.
It
extends
to
oral
statements
made
in
meetings
and
telephone conversations with analysts and
investors, interviews with the media as
well as speeches, press conferences and
conference calls.
If there is misuse of price sensitive or
material information not yet disclosed to
the market by trading or breach in
confidentiality,
extremely
serious
penalties may apply to the individual or
individuals involved.
CORPORATE GOVERNANCE STATEM ENT
ECR Minerals plc | Annual Report 2024
37
Board of Directors and Senior M anagement
The Board comprises of three Directors and further details of the experience of their
experience is set out below.
Nick Tulloch – Chairman
Nick Tulloch advised companies on the UK capital markets
for over 20 years, working for several well-known
investment banks and stockbrokers, including Cazenove,
Arbuthnot and Cenkos. In 2019, he became finance
director
and
then
subsequently
CEO
of
Zoetic
International plc (now Chill Brands Group plc) overseeing
its transformation from an oil & gas business to the first
CBD company to be quoted on the London Stock
Exchange. He went on to found Voyager Life plc, becoming
the first person to successfully list two CBD companies on
UK stock exchanges. In 2024, he led Voyager’s re-positioning as a helium producer in Kansas
under its new name of M endell Helium plc along with the disposal of its CBD operations. In
September 2024, rejoined the board of Chill Brands Group plc as a non-executive director.
Nick began his career as a solicitor with Gouldens (now part of US firm Jones Day) and holds
a Master’s Degree in law from Oxford University.
M ike Whitlow – M anaging Director
M ike Whitlow is highly regarded as an entrepreneur with a long
standing and successful business-building track record. M ike
has spent over 20 years investing and financing small cap / start-
up companies. Having started his career working in the energy
industry, more recently M ike has overseen and assembled a
number of resource projects through his company Axies
Ventures Ltd, where he has personally overseen two funding
rounds and two work programmes in the M editerranean and
North America including a successful drilling campaign earlier
this year.
Andrew Scott – Non-Executive Director
A strategic communications specialist, Andrew is well-known
for his extensive body of work across key global markets,
interviewing hundreds of CEOs and fund managers on their
sector outlook, strategy and broader economic perspectives.
Andrew has worked at Proactive Investors, Sky World News,
Reuters and as an editor on ITV Breakfast.
Audit and Risk Committee
The Audit and Risk Committee assists the Board in, amongst other matters, discharging its
responsibilities with regard to financial reporting, external and internal audits and controls,
including reviewing the Company’s annual financial statements, reviewing and monitoring the
extent of non-audit work undertaken by external auditors, advising on the appointment,
CORPORATE GOVERNANCE STATEM ENT
ECR Minerals plc | Annual Report 2024
38
reappointment, removal and independence of external auditors, and reviewing the
effectiveness of the Company’s internal audit activities, internal controls and risk
management systems. The ultimate responsibility for reviewing and approving the annual
report and accounts and the half-yearly reports remains with the Board.
The Audit and Risk Committee is also responsible for:
(i)
advising the Board on the Company’s risk strategy, risk policies and current risk
exposures
(ii)
overseeing the implementation and maintenance of the overall risk management
framework and systems
(iii)
reviewing the Group’s risk assessment processes and capability to identify and manage
new risks and
(iv)
monitoring potential and actual changes to legislation, especially around the
Company’s products.
The Audit and Risk Committee meets with appropriate employees of the Company at least
once annually. The membership of the Audit and Risk Committee at present comprises
Andrew Scott (as its Chairman) but during the year under review Trevor Davenport was also a
member. As noted in the Company’s announcement on 16 December 2024, ECR is considering
the appointment of an additional non-executive director to the Board who is anticipated to
be a second member of the committee.
The Audit and Risk Committee meets formally twice a year at appropriate intervals in the
financial reporting and audit cycle and otherwise as required.
Audit and Risk Committee report for the year ended 30 September 2024
Key matters considered in relation to the consolidated financial statements
The Audit and Risk Committee reviewed the planning of the 2024 audit and the annual report.
With regard to the Company’s financial statements, the Committee focused on a number of
key judgements and reporting issues in the preparation of the full year results and the annual
report. In particular, the Committee considered, discussed and where appropriate raised
challenges in the areas set out below:
Approval of the half-year results issued on 20 June 2024 and full-year results issued
on 28 March 2025
Assessment of the key estimates and adjustments used in respect of the half- and full-
year results
The appropriateness and clarity of the Group’s key accounting policies
Review of the process for identifying and managing risk with a full review of the
principal risks and how they are managed in February 2025
The clarity of the disclosures and compliance with financial reporting standards and
relevant financial and governance reporting requirements
Review of business continuity and crisis management planning
Verification of the independence of the external auditor, approval of the scope of the
audit plan and the audit fee, and review of the external auditor’s audit findings
Review of fraud and Bribery Act controls and cyber security
Review of supplier payment practices and customer credit management
CORPORATE GOVERNANCE STATEM ENT
ECR Minerals plc | Annual Report 2024
39
Receipt of internal management accounts
Approval of the Audit and Risk Committee Report
Annual review of committee terms of reference and policy on use of auditors for non-
audit services
A formal review of committee effectiveness is planned
The Audit and Risk Committee received and considered memoranda from the management
regarding these matters who had discussed these with the external auditor.
It is a requirement that the annual report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the
Company’s position and performance, business model and strategy.
The Committee believes that the disclosures set out in the annual report provide the
information necessary for shareholders to assess the Company’s position and performance,
business model and strategy.
Auditor appointment and independence
During the year the Committee approved PKF Littlejohn LLP’s (“ PKF” ) terms of engagement,
scope of work and the process for the annual audit. It also reviewed and agreed the audit fee
proposals. The Committee has and will continue to assess the independence, tenure and
quality of the external auditor at least once a year, in addition to requiring both verbal and
written confirmation of the auditor’s independence. PKF has confirmed that there are no
relationships between themselves and the Company that could have a bearing on their
independence.
Internal controls and risk management
The Audit and Risk Committee is responsible for the oversight of the Company’s system of
internal controls including the risk management framework. Details of the risk management
framework are provided on pages 15 – 17. M anagement has identified the key operational
and financial processes that exist within the business and has developed an internal control
framework which is overseen by the Chairman and the M anaging Director. This is structured
around a number of Company policies and includes a delegated authority framework with, in
particular, bank accounts in the UK and Australia being reconciled by persons other than the
Chairman and the Managing Director.
Two meetings of the Audit and Risk Committee were held during the year ended 30
September 2024 with all committee members attending on both occasions.
This report in its entirety has been approved by the Audit and Risk Committee.
Andrew Scott
Audit and Risk Committee Chair
28 March 2025
CORPORATE GOVERNANCE STATEM ENT
ECR Minerals plc | Annual Report 2024
40
Remuneration and Nomination Committee
The Remuneration and Nomination Committee assists the Board in determining its
responsibilities in relation to remuneration and nominations, including, amongst other
matters, making recommendations to the Board on the Company’s policy on executive
remuneration, determining the individual remuneration and benefits package of each of the
executive directors.
The membership of the Remuneration and Nomination Committee comprises Andrew Scott
(as its Chairman) but during the year under review Trevor Davenport was also a member. As
noted in the Company’s announcement on 16 December 2024, ECR is considering the
appointment of an additional non-executive director to the Board who is anticipated to be a
second member of the committee.
The Remuneration and Nomination Committee typically meets formally twice a year and
otherwise as required.
Gender analysis
A split of our employees and Directors by gender at the year-end is shown below:
M ale
Female
Directors
4
0
Employees/ Contractors
3
1
Key management
The Directors consider that key management personnel are the Directors of ECR M inerals plc.
Corporate social responsibility
We conduct our business with honesty, integrity and openness, respecting human rights and
the interests of our shareholders and employees. We aim to provide timely, regular and
reliable information on the business to all our shareholders and conduct our operations to the
highest standards. We strive to create a safe and healthy working environment for the
wellbeing of our staff and create a trusting and respectful environment, where all members
of staff are encouraged to feel responsible for the reputation and performance of the
Company. We aim to establish a diverse and dynamic workforce with team players who have
the experience and knowledge of the business operations and markets in which we operate.
Through maintaining good communications, members of staff are encouraged to realise the
objectives of the Company and their own potential.
The Board regularly reviews the significance of social, environmental and ethical matters
affecting the Group’s operations. It considers that the Group is not yet at a stage where a
specific corporate social responsibility policy is required, in view of the limited number of
stakeholders, other than shareholders. Instead, the Board protects the Group’s interests and
those of its stakeholders through individual policies and through ethical and transparent
business dealings.
CORPORATE GOVERNANCE STATEM ENT
ECR Minerals plc | Annual Report 2024
41
Further Corporate Governance matters
Corporate environmental responsibility
M ineral exploration and development has the potential to adversely impact the environment
in which it takes place. The Group takes its environmental responsibilities seriously and the
environmental parameters of the activities of the Group are considered carefully so as to
minimise the risk of adverse environmental effects. The Group also aims to ensure that its
suppliers and advisers meet with their legislative and regulatory requirements and that codes
of best practice are met and exceeded.
Health & Safety
The activities of the Group are carried out in accordance with all applicable laws on health &
safety.
Share Capital
ECR Minerals plc is incorporated as a public limited company and is registered in England and
Wales with the registered number 05079979. Details of the Company’s issued share capital,
together with the details of the movements during the period, are shown in Note 13. The
Company has one class Ordinary share and all shares have equal voting rights and rank pari
passu for the distribution of dividends and repayment of capital.
Shareholder Communications
The Company uses its corporate website (www.ecrminerals.com) to ensure that the latest
announcements, press releases and published financial information are available to all
shareholders and other interested parties.
The AGM is used to communicate with both institutional shareholders and private investors
and all shareholders are encouraged to participate. Separate resolutions are proposed on
each issue so that they can be given proper consideration and there is a resolution to approve
the Annual Report and Accounts. The Company counts all proxy votes and will indicate the
level of proxies lodged on each resolution after it has been dealt with by a show of hands.
DIRECTORS’ REM UNERATION REPORT
ECR Minerals plc | Annual Report 2024
42
DIRECTORS’ REM UNERATION REPORT
Remuneration policies
The Group seeks to operate a remuneration policy that is fair to its employees and aligned to
shareholders’ interests in the successful delivery of the Company’s long-term strategy. The
remuneration policy is designed to attract, retain and motivate executive Directors and all
employees with a view to encouraging commitment to the development of the Company and
for long term enhancement of shareholder value in what is an innovative, high growth
business. ECR works on a principle and belief that its culture is stronger if there is unity
between all members of the team and this is reflected in alignment of pay rises, pensions and
other benefits across all of its employees.
Remuneration packages take into account individual performance and the remuneration for
similar jobs in other comparable companies where such companies can be identified. This
would also be taken into account on appointment by any new Directors. The Board believes
that share ownership by executive Directors and ECR staff strengthens the link between their
personal interests and those of shareholders.
The Directors and other employees may be eligible for bonuses based on the performance of
not only themselves but also the Company. The Board and the Remuneration Committee,
when assessing this performance will take into account the Key Performance Indicators
outlined on page 12 as well as the performance of the Company’s share price.
The following service agreements and letters of appointment have been entered into by the
Company with the Directors:
Nick Tulloch was appointed as M anaging Director of the Company pursuant to a consultancy
agreement dated 18 September 2023. The agreement is terminable on a three months’ notice
given by either party in writing or by summary notice in certain standard circumstances. The
remuneration payable to M r Tulloch during the year under review was £102,000 per annum
of which £12,000 was paid in cash pro rata across the year, and the balance is satisfied by the
issue of equity in four quarterly payments of £22,500 using a mechanism based on the
prevailing share price or the most recent fundraising price. M r Tulloch subsequently assumed
the role of chairman on 13 February 2024. M r Tulloch’s cash remuneration was increased to
£36,000 per annum on 1 October 2024 and to £60,000 per annum on 1 January 2025 reflecting
his additional time commitments to the Company. There is no change to the quarterly
payments in equity.
M ike Whitlow was appointed as Chief Operating Officer of the Company pursuant to a
consultancy agreement dated 18 September 2023. The agreement is terminable on a three
months’ notice given by either party in writing or by summary notice in certain standard
circumstances. The remuneration payable to M r Whitlow is £102,000 per annum of which
£12,000 is paid in cash pro rata across the year, and the balance is satisfied by the issue of
equity in four quarterly payments of £22,500 using a mechanism based on the prevailing share
price or the most recent fundraising price. M r Whitlow subsequently assumed the role of
managing director on 19 August 2024. M r Whitlow’s cash remuneration was increased to
£36,000 per annum on 1 October 2024 and to £60,000 per annum on 1 January 2025 reflecting
DIRECTORS’ REM UNERATION REPORT
ECR Minerals plc | Annual Report 2024
43
his additional time commitments to the Company. There is no change to the quarterly
payments in equity.
Andrew Scott was appointed as a Non-Executive Director of the Company pursuant to a letter
of appointment dated 24 January 2022. M r Scott’s appointment may be terminated on a three
months’ notice by either party and otherwise in the event of a material breach of her
obligations under the agreement. M r Scott’s director’s fee is £36,000 per annum, all of which
was settled through the issue of ordinary shares during the year under review. M r Scott’s
remuneration was increased to £54,000 per annum on 1 October 2024 of which he has agreed
to take £30,000 in cash (payable in equal monthly instalments) and the balance through a
quarterly issue of ordinary shares.
There have been no bonus payments made in the year.
Future policy table
Effective from 1 January 2025, the Company intends for the following remuneration scheme
to apply:
Base Salary /
Director Fee
Pension
Contribution
Benefits in Kind
Bonus or
incentive plan
Nick Tulloch
150,000*
nil
nil
Ad hoc basis
M ike Whitlow
150,000*
nil
nil
Ad hoc basis
Andrew Scott
54,000* *
nil
nil
Ad hoc basis
* £90,000 of Mr Tulloch’s and Mr Whitlow’s fees are settled by the issue of new ordinary shares
* £24,000 of Mr Scott’s fees are settled by the issue of new ordinary shares
The Executives’ service contracts are reviewed annually.
Benefits in kind
Currently no benefits in kind are paid to any Director.
Service contracts
The Directors’ contracts and letters of appointment are available for inspection at the
Company’s registered office.
Approval by members
The remuneration policy above will be put before the members for approval at the next
Annual General M eeting.
DIRECTORS’ REM UNERATION REPORT
ECR Minerals plc | Annual Report 2024
44
Implementation report
Particulars of Directors’ Remuneration
Remuneration paid to the Directors during the period ended 30 September 2024 was:
Director
Base salary
and fees
Benefits
In kind
Pension
contributions
Total
£’000
£’000
£’000
£’000
Executive Directors
Nick Tulloch
103
-
-
103
M ike Whitlow
104
-
-
104
Non-Executive Directors
David Tang*
40
-
-
40
Trevor Davenport* *
33
-
-
33
Andrew Scott
33
-
-
33
Adam Jones* * *
29
-
-
29
* Resigned 15 July 2024
* * Resigned 31 December 2024
* * Resigned 23 January 2024
Explanatory notes on directors’ remuneration:
1.
Nick Tulloch and Mike Whitlow were each paid £500 at the start of the financial year
for work carried out in the previous financial year.
2.
Mike Whitlow was paid £1,000 during the year for work carried out in the following
financial year.
3.
£8,000 of David Tang’s remuneration received during the year relates to fees due from
the previous financial year.
4.
£6,000 of Andrew Scott’s and Trevor Davenport’s remuneration received during the
year relates to fees due from the previous financial year. Mr Scott and Mr Davenport
have also accrued £9,000 during the financial year which was settled (through the
issue of shares) in October 2024.
5.
£5,000 of Adam Jones’ remuneration received during the year relates to fees due from
the previous financial year.
Payments to past Directors
There were no payments to past directors during the period.
Payments for loss of office
There were no payments for loss of office during the period.
Bonus and Incentive plans
There were no bonuses paid to directors or staff during the period.
DIRECTORS’ REM UNERATION REPORT
ECR Minerals plc | Annual Report 2024
45
Relative importance of expenditure on remuneration
2024
£’000
2023
£’000
Year on year
change:
Total Directors’
remuneration
338
204
66%
Distributions to
shareholders
-
-
n/ a
Aside from as disclosed above, the directors did not receive any other emoluments,
compensation or cash or non-cash benefits during the year.
Directors’ interest in shares
The Company has no Director shareholding requirement.
The beneficial interest of the Directors in the ordinary share capital of the Company at 27
March 2025 was:
Number
Percentage of issued share
capital at 27 M arch 2025
Nick Tulloch*
47,384,962
2.14
M ike Whitlow
47,384,962
2.14
Andrew Scott
19,430,835
0.88
* includes holding of Fetlar Capital Limited (a company controlled by N Tulloch)
The Directors held no share options at 30 September 2024. On 6 December 2024, new options
were granted to the Directors and the current position is shown in the table below.
Director
At 30
September
2024
Granted after
the period
ending 30
September
2024
Exercised
At 27 March
2025
Exercise
price
Latest date of
exercise
Nick Tulloch
nil
52,500,000
-
52,500,000
£0.0050
6/ 12/ 2029
Nick Tulloch
nil
17,500,000
-
17,500,000
£0.0075
6/ 12/ 2029
M ike Whitlow
nil
52,500,000
-
52,500,000
£0.0050
6/ 12/ 2029
M ike Whitlow
nil
17,500,000
-
17,500,000
£0.0075
6/ 12/ 2029
Andrew Scott
nil
30,000,000
-
30,000,000
£0.0050
6/ 12/ 2029
Andrew Scott
nil
10,000,000
-
10,000,000
£0.0075
6/ 12/ 2029
Total
-
180,000,000
180,000,000
DIRECTORS’ REM UNERATION REPORT
ECR Minerals plc | Annual Report 2024
46
Share Capital and Substantial Share Interests
On 27 M arch 2025, the Company was not aware of any person with a beneficial holding of 3 per
cent. or more in Company’s existing issued ordinary share capital of 2,215,169,594 ordinary
shares of £0.00001 each.
Statement
This Directors’ Remuneration Report was approved by the Board and signed on its behalf by:
Nick Tulloch
Chairman
28 March 2025
STATEM ENT OF DIRECTORS’ RESPONSIBILITIES
ECR Minerals plc | Annual Report 2024
47
Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial
Statements
The Directors are responsible for preparing the annual report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year.
Under that law the Directors have elected to prepare the Group and Parent Company financial
statements in accordance with UK adopted international accounting standards in conformity
with the Companies Act 2006 and, as regards the Parent Company financial statements, as
applied in accordance with the provisions of the Companies Act 2006. Under company law the
Directors must not approve the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and the Company and of the profit or
loss of the Group for that period. In preparing these financial statements the Directors are
required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether UK adopted international accounting standards in conformity with the
Companies Act 2006 have been followed subject to any material departures disclosed
and explained in the financial reports;
prepare the financial statements on the going concern basis unless it is inappropriate
to presume that the Group and Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Company’s and Group’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company and the Group and enable them
to ensure that the financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation in the United Kingdom governing
the preparation and dissemination of the financial statements may differ from legislation in
other jurisdictions.
This report was approved by the Board on 28 March 2025. By order of the Board.
Nick Tulloch
Chairman
28 March 2025
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
ECR Minerals plc | Annual Report 2024
48
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS OF ECR M INERALS PLC
Opinion
We have audited the financial statements of ECR M inerals Plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 30 September 2024 which comprise the
Consolidated Statement of Comprehensive Income Statement, the Consolidated and Parent
Company Statement of Financial Position, the Consolidated and Parent Company Statements
of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and
notes to the financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and UK-
adopted international accounting standards and as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
the financial statements give a true and fair view of the state of the group’s and of the
parent company’s affairs as at 30 September 2024 and of the group’s loss for the year
then ended;
the group financial statements have been properly prepared in accordance with UK-
adopted international accounting standards;
the parent company financial statements have been properly prepared in accordance
with UK-adopted international accounting standards and as applied in accordance
with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in
the Auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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 the following procedures:
Reviewing management’s cash flow projections and forecasts covering a period of at
least 12 months from the date of approval of the financial statements, including the
underlying assumptions.
Reviewing reasonableness of cash inflows and cash outflows in light of our
understanding of the business, its previous actual cash flows and future plans.
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
ECR Minerals plc | Annual Report 2024
49
Evaluating management's plans for future actions in relation to its going concern
assessment and determine whether the outcome of these plans would have the
desired impact and whether management's plans are feasible in the circumstances.
Determining the potential impact of any changes in assumptions on the underlying
cash headroom by performing sensitivity analysis under various adverse scenarios.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt on
the group's or parent company’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
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 was influenced by our application of materiality. The quantitative and
qualitative thresholds for materiality determine the scope of our audit and the nature, timing
and extent of our audit procedures. Group materiality was £80,000 (2023: £80,000) based
upon approximately 1.5% of gross assets. We consider gross assets to be the main driver of
the business as the group is still in the exploration stage and therefore no revenues are
currently being generated, and that current and potential investors will be most interested in
the recoverability of the exploration and evaluation assets. The parent company materiality
was £60,000 (2023: £60,000), based upon 1.5% of gross assets and capped to be below group
materiality to ensure adequate audit evidence was obtained over the parent company
financial statements. Performance materiality for the group and the parent company was set
at 60% of overall materiality.
Whilst materiality for the financial statements as a whole was set at £80,000 (2023: £80,000),
the significant component of the group was audited to an overall materiality of £50,000 (2023:
£40,000) with performance materiality set at 60% (2023: 60%).
We agreed with the audit committee that we would report to the committee all audit
differences identified during the course of our audit in excess of £4,000 (2023: £4,000) as well
as differences below these thresholds that, in our view, warranted reporting on qualitative
grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material
misstatement in the financial statements. In particular, we looked at areas requiring the
directors to make subjective judgements, for example in respect of significant accounting
estimates including the carrying value of intangible assets and the consideration of future
events that are inherently uncertain. We also addressed the risk of management override of
internal controls, including evaluating whether there was evidence of bias by the directors
that represented a risk of material misstatement due to fraud.
An audit was performed on the financial information of the group’s operating entities which
for the year ended 30 September 2024 were located in the United Kingdom and the Australia.
The audit work on each significant and / or material component was performed by us as group
auditor based upon materiality or risk profile, or in response to potential risks of material
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
ECR Minerals plc | Annual Report 2024
50
misstatement to the group. On an overall basis, we ensured to have sufficient coverage over
each material class of transaction and account balances based on the Group performance
materiality.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) we
identified, including those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
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 2024 had
ongoing early stage exploration projects in
the Australia.
There is a risk that the expenditure is not
correctly capitalised in accordance with
International Financial Reporting Standard
6 Exploration for and Evaluation of M ineral
Resources (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
2024 is £4,808,440. Comprising early stage
exploration
projects,
the
impairment
indicator
assessment
requires
management judgement and estimation of
a range of applicable factors.
Relevant disclosures in the financial
statements
are
made
in
Note
2
surrounding
critical
accounting
judgements, and in Note 10 for Intangible
assets.
Our work in this area included:
•
Sample testing of exploration and
evaluation expenditure to assess their
eligibility for capitalisation under IFRS 6
and the Group’s accounting policies by
corroborating to the original source
documentation;
•
Inspecting exploration licences to verify
that they remained valid and that the
group held good title;
•
Reviewing
and
challenging
management’s
consideration
of
impairment indicators on a project by
project
basis
which
include
consideration of internal and external
impairment indicators in accordance
with IFRS 6;
•
Ensuring any performance conditions /
minimum
expenditure
requirements
relating to licenses were met during the
year; and
•
Establishing the intention of the Board to
undertake
future
exploration
work;
Reviewing the financial statements to
ensure the disclosures are in line with
the requirements of IFRS 6.
Recoverability of intercompany loans from
subsidiaries (Parent company)
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
ECR Minerals plc | Annual Report 2024
51
This is a risk that the Parent company’s
intercompany loans from subsidiaries are
not
fully
recoverable
and
that
an
impairment charge is required. Amounts
owed by a subsidiary amounted to
£5,570,505.
Relevant disclosures in the financial
statements
are
made
in
Note
2
surrounding
critical
accounting
judgements, and in Note 11 for Amount
owed by a subsidiary.
Our work in this area included:
•
Inspecting
individual
financial
information of the entities from which
intercompany loans are recoverable and
reviewing net asset/ liability position and
liquidity position.
•
Assessing the recoverability of the
receivable
with
reference
to
the
underlying exploration projects since the
recoverability of these balances are
impacted
by
the
success
of
the
underlying projects.
We
specifically
performed the review of indicators of
impairment completed under IFRS 6.
•
Reviewing
and
challenging
management’s
assessment
of
the
recoverability
of
the
intercompany
receivable.
•
Assessing whether there are indicators
of expected lifetime credit losses, in
accordance with IFRS 9, taking into
consideration the quasi-investment
nature of the intragroup receivable;
•
Reviewing disclosures in the financial
statements to ensure they provide
sufficient detail about key assumptions
and judgements associated with the
recoverability of the intercompany
loans.
Other information
The other information comprises the information included in the annual report, other than
the financial statements and our auditor’s report thereon. The directors are responsible for
the other information contained within the annual report. Our opinion on the group and
parent company financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
ECR Minerals plc | Annual Report 2024
52
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
the strategic report and the directors’ report have been prepared in accordance with
applicable legal requirements.
M atters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and
their environment obtained in the course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns
adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting
records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are
responsible for the preparation of the group and parent company financial statements and
for being satisfied that they give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible
for assessing the group and the parent company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or the parent company
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. M isstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined above, to detect material
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
ECR Minerals plc | Annual Report 2024
53
misstatements in respect of irregularities, including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the group and parent company and the sector in
which they operate to identify laws and regulations that could reasonably be expected
to have a direct effect on the financial statements. We obtained our understanding in
this regard through discussions with management, application of cumulative audit
knowledge and experience of the sector.
We determined the principal laws and regulations relevant to the group and parent
company in this regard to be those arising from UK adopted international accounting
standards, the Companies Act 2006, tax laws and regulations, local employment law
in the United Kingdom and Australia, and conditions stipulated in the exploration
licenses.
We designed our audit procedures to ensure the audit team considered whether
there were any indications of non-compliance by the group and parent company with
those laws and regulations. These procedures included, but were not limited to:
o
Enquiries of management
o
Review of legal and regulatory correspondence (where applicable)
o
Review of Regulatory New Service (RNS) announcements
o
Review of board minutes
We also identified the risks of material misstatement of the financial statements due
to fraud. We considered, in addition to the non-rebuttable presumption of a risk of
fraud arising from management override of controls, whether key accounting
estimates and judgements could include management bias. We addressed these risks
by challenging the assumptions and judgements made by management when auditing
significant accounting estimate. M ost critical judgement in the financial statement
was relating to the impairment of capitalised exploration costs.
As with all our audits, we addressed the risk of fraud arising from management
override of controls by performing audit procedures which included, but were not
limited to: the testing of journals and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of business, as
well as discussions with management where relevant.
Because of the inherent limitations of an audit, there is a risk that we will not detect all
irregularities, including those leading to a material misstatement in the financial statements
or non-compliance with regulation. This risk increases the more that compliance with a law or
regulation is removed from the events and transactions reflected in the financial statements,
as we will be less likely to become aware of instances of non-compliance. The risk is also
greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located
on the Financial Reporting Council’s website at: www.frc.org.uk/ auditorsresponsibilities. This
description forms part of our auditor’s report.
INDEPENDENT AUDITOR’S REPORT TO THE M EM BERS
ECR Minerals plc | Annual Report 2024
54
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might
state to the company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone, other than the company and the company's
members as a body, for our audit work, for this report, or for the opinions we have formed.
Daniel Hutson (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14 4HD
28 March 2025
CONSOLIDATED STATEM ENT OF COM PREHENSIVE INCOM E
For the year ended 30 September 2024
ECR Minerals plc | Annual Report 2024
55
Year ended
Year ended
30 September
2024
30 September
2023
Note
£
£
Continuing operations
Other administrative expenses
(1,071,671)
(1,320,357)
Impairment of tangible assets
(155,262)
-
Gain / (Loss) on other current assets
29,597
(149,282)
Gain / (Loss) on disposal of assets
7,500
(4,233)
Impairment of investments
-
(112,928)
Share based payment
-
(156,380)
Currency exchange differences
365
(6,049)
Total administrative expenses
(1,189,471)
(1,749,229)
Operating loss
3
(1,189,471)
(1,749,229)
Assets held at fair value through profit and
loss
832
(34,695)
(1,188,639)
(1,783,924)
Financial income
7
5,458
3,111
Other income
-
8,142
Finance income and costs
5,458
11,253
Loss for the year before taxation
(1,183,181)
(1,772,670)
Income tax
5
-
-
Loss for the year from continuing operations
(1,183,181)
(1,772,670)
Loss for the year - all attributable to owners
of the parent
(1,183,181)
(1,772,670)
Earnings per share - basic and diluted
On continuing operations
4
(0.07)p
(0.15)p
The period to which this consolidate statement of comprehensive income applies was the
12-month period from 1 October 2023 to 30 September 2024.
There was no other comprehensive income in the period. All activities relate to continuing
operations.
The notes on pages 61 to 83 are an integral part of these financial statements.
CONSOLIDATED STATEM ENT OF COM PREHENSIVE INCOM E
For the year ended 30 September 2024
ECR Minerals plc | Annual Report 2024
56
The notes on pages 61 to 83 are an integral part of these financial statements.
Year ended
Year ended
30 September 2024
30 September 2023
£
£
Loss for the year
(1,183,181)
(1,772,670)
Items that may be reclassified subsequently to
profit or loss
(Loss)/ gain on exchange translation
(95,513)
(360,099)
Other comprehensive gain for the year
(95,513)
(360,099)
Total comprehensive loss for the year
(1,278,694)
(2,132,769)
CONSOLIDATED AND COM PANY STATEM ENTS OF FINANCIAL POSITION
For the year ended 30 September 2024
ECR Minerals plc | Annual Report 2024
57
Group
Company
30 September 30 September
30 September 30 September
Note
2024
£
2023
£
2024
£
2023
£
Assets
Non-current assets
Property, plant and equipment
8
154,090
567,672
3,284
7,297
Investments in subsidiaries
9
-
-
1
1
Intangible assets
10
4,808,440
4,420,597
347,984
347,984
Other receivables
11
-
-
4,416,421
4,005,390
4,962,530
4,988,269
4,767,690
4,360,672
Current assets
Trade and other receivables
11
91,983
85,383
1,207,838
1,065,853
Financial assets at fair value
through profit or loss
9
-
10,390
-
10,390
Cash and cash equivalents
12
281,368
82,462
247,393
6,589
373,351
178,235
1,455,231
1,082,832
Total assets
5,335,181
5,166,504
6,222,921
5,443,504
Current liabilities
Trade and other payables
14
95,335
154,101
66,373
101,042
Total liabilities
95,335
154,101
66,373
101,042
Net assets
5,240,546
5,012,403
6,156,548
5,342,462
Equity attributable to owners
of the parent
Share capital
13
11,299,263
11,292,415
11,299,263
11,292,415
Share premium
13
55,695,387,
54,195,398
55,695,387
54,195,398
Exchange reserve
470,601
566,114
-
-
Other reserves
597,086
597,086
597,086
597,086
Retained losses
(62,821,791)
(61,638,610)
(61,435,188)
(60,742,437)
Total equity
5,240,546
5,012,403
6,156,548
5,342,462
The Company has elected to take the exemption under section 408 of the Companies Act 2006
from presenting the parent company profit and loss account. The loss for the parent company
for the year was £692,751 (2023: £3,104,695 loss).
The notes on pages 61 to 83 are an integral part of these financial statements. The financial
statements were approved and authorised for issue by the Directors on 28 M arch 2025 and
were signed on its behalf by:
M ike Whitlow
Nick Tulloch
CONSOLIDATED STATEM ENT OF CHANGES IN EQUITY
For the year ended 30 September 2024
ECR Minerals plc | Annual Report 2024
58
Share
capital
Share
premium
Exchange
reserve
Other
reserves
Retained
losses
Total
Equity
(Note 13)
(Note 13)
£
£
£
£
£
£
Balance at 30 September
2022
11,290,980
53,057,125
926,213
440,706 (59,865,940)
5,849,084
Loss for the year
–
–
–
–
(1,772,670) (1,772,670)
Loss on exchange translation
–
–
(360,099)
–
–
(360,099)
Total comprehensive loss
–
–
(360,099)
–
(1,772,670) (2,132,769)
Shares issued
1,352
1,132,356
–
–
–
1,133,708
Share issue costs
–
(42,000)
–
–
–
(42,000)
Shares issued for services
83
47,917
–
–
–
48,000
Share based payment
–
–
–
156,380
–
156,380
Total transactions with
owners, recognised directly
in equity
1,435
1,138,273
–
–
–
1,296,088
Balance at 30 September
2023
11,292,415
54,195,398
566,114
597,086 (61,638,610)
5,012,403
Loss for the year
–
–
–
–
(1,183,181) (1,183,181)
Loss on exchange translation
–
–
(95,513)
–
–
(95,513)
Total comprehensive loss
–
–
(95,513)
–
(1,183,181) (1,278,694)
Shares issued
5,304
1,171,633
–
–
–
1,176,937
Share issue costs
–
(30,100)
–
–
–
(30,100)
Shares issued for services
1,544
358,456
–
–
–
360,000
Share based payment
–
–
–
–
–
–
Total transactions with
owners, recognised directly
in equity
6,848
1,499,989
–
–
–
1,506,837
Balance at 30 September
2024
11,299,263
55,695,387
470,601
597,086 (62,821,791)
5,240,546
COM PANY STATEM ENT OF CHANGES IN EQUITY
For the year ended 30 September 2024
ECR Minerals plc | Annual Report 2024
59
Share capital
Share
premium
Other
reserves
Retained
losses
Total
Equity
(Note 13)
(Note 13)
£
£
£
£
£
Balance at 30 September 2022
11,290,980
53,057,125
440,706
(57,637,742)
7,151,069
Loss for the year
–
–
–
(3,104,695) (3,104,695)
Total comprehensive expense
–
–
–
(3,104,695) (3,104,695)
Shares issued
1,352
1,132,356
–
–
1,133,708
Share issue costs
–
(42,000)
–
–
(42,000)
Shares issued for services
83
47,917
–
–
48,000
Share based payments
–
–
156,380
–
156,380
Total transactions with owners, recognised
directly in equity
1,435
1,138,273
156,380
–
1,296,088
Balance at 30 September 2023
11,292,415
54,195,398
597,086
(60,742,437)
5,342,462
Loss for the year
–
–
–
(692,751)
(692,751)
Total comprehensive expense
–
–
–
(692,751)
(692,751)
Shares issued
5,304
1,171,633
–
–
1,176,937
Share issue costs
–
(30,100)
–
–
(30,100)
Shares issued for services
1,544
358,456
–
–
360,000
Share based payments
–
–
–
–
–
Total transactions with owners, recognised
directly in equity
6,848
1,499,989
–
–
1,506,837
Balance at 30 September 2024
11,299,263
55,695,387
597,086
(61,435,188)
6,156,548
The accompanying notes on pages 61 to 83 form part of these financial statements.
The following describes the nature and purpose of each reserve within equity:
Reserve
Description and purpose
Share capital
Amount subscribed for share capital at the nominal value of £0.01 per
ordinary share
Share premium
Amount subscribed for share capital in excess of nominal value, net of
share issue costs
Share based
payments reserve
Amounts recognised for share-based payment transactions including
share options granted to employees and other parties
Retained earnings
/ (losses)
Cumulative net gains and losses recognised in the consolidated
statement of comprehensive income
CONSOLIDATED AND COM PANY CASHFLOW STATEM ENT
For the year ended 30 September 2024
ECR Minerals plc | Annual Report 2024
60
Group
Company
Year ended
30 September
Year ended
30 September
Year ended
30 September
Year ended
30 September
Note
2024
£
2023
£
2024
£
2023
£
Net cash used in operations
20
(714,527)
(1,183,552)
(517,181)
(869,282)
Investing activities
Purchase of property, plant &
equipment
8
(792)
(167,948)
(792)
(5,410)
Increase in exploration assets
10
(387,843)
(779,251)
–
–
Proceeds from sale of
investment
18,722
–
18,722
–
Proceeds from sale of property,
plant and equipment
226,564
509,212
–
–
Loan to subsidiary
–
–
(411,031)
(210,931)
Interest income
7
5,458
3,112
4,249
1,106
Net cash used in investing
activities
(137,891)
(434,875)
(388,852)
(215,235)
Financing activities
Proceeds from issue of share
capital (net of issue costs)
1,146,837
858,000
1,146,837
858,000
Net
cash
from
financing
activities
1,146,837
858,000
1,146,837
858,000
Net change in cash and cash
equivalents
294,419
(760,427)
240,804
(226,517)
Cash and cash equivalents at
beginning of the year
82,462
842,889
6,589
233,106
Effect of change in foreign
exchange rates
(95,513)
–
–
–
Cash and cash equivalents at end
of the year
12
281,368
82,462
247,393
6,589
Non-cash transactions:
Shares issued for exploration
assets
Shares issued for services
–
360,000
199,999
81,709
The accompanying notes on pages 61 to 83 form part of these financial statements.
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
61
1.
GENERAL INFORM ATION
1.1
Group
The Company and the Group operated mineral exploration and development projects. The
Group’s principal interests are located in Australia.
The Company is a public limited company incorporated and domiciled in England and Wales.
The registered office of the Company and its principal place of business is Riverbank House, 1
Putney Bridge Approach, London, SW6 3JD. The Company is quoted on the AIM M arket (AIM )
of the London Stock Exchange.
1.2
Company income statement
The Company has taken advantage of Section 408 of the Companies Act 2006 and has not
included its own profit and loss account in these financial statements. The loss for the
financial period dealt with in the accounts of the Company amounted to £692,751.
2.
PRINCIPAL ACCOUNTING POLICIES
2.1
Overall considerations
The principal accounting policies that have been used in the preparation of these consolidated
financial statements are set out below. The policies have been consistently applied unless
otherwise stated.
2.2
Basis of preparation
The Consolidated Financial Statements of the Group and Company have been prepared in
accordance with UK-adopted international accounting standards in conformity with the
requirements of the Companies Act 2006 and regulations made under it. The Company
Financial Statements have been prepared under the historical cost convention. The principal
accounting policies are set out below and have, unless otherwise stated, been applied
consistently for all periods presented in these Consolidated Financial Statements.
The financial statements are prepared in pounds sterling and amounts are rounded to the
nearest thousand.
(i)
New and amended standards, and interpretations issued and effective for the financial
year beginning 1 October 2023
Amendments to IAS 1: Classifications of current or non-current liabilities (effective 1
January 2024);
Amendments to IAS 8: Accounting Policies, Changes to Accounting Estimates and
Errors (effective 1 January 2023);
Amendments to IAS 12: Income Taxes – Deferred Tax arising from a Single Transaction
(effective 1 January 2023).
Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice
Statement 2: Disclosure of Accounting Policies (effective 1 January 2023).
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
62
Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and
Errors –Definition of Accounting Estimates – effective 1 January 2023
Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising from a
Single Transaction - effective 1 January 2023
The Directors do not expect that the adoption of these standards has have a material impact
on the financial information of the Group or Company.
(ii)
New standards, amendments and interpretations in issue but not yet effective
At the date of approval of these financial statements, the following standards and
interpretations which have not been applied in these financial statements were in issue for
the period beginning 1 January 2024 but not yet effective:
There were no new standards, amendments or interpretations effective for the first time for
periods beginning on or after 1 October 2023 that had a material effect on the Group or
Company financial statements.
2.3
Basis of consolidation
Where the Group has control over an investee, it is classified as a subsidiary. The Group
controls an investee if all three of the following elements are present: power over the
investee, exposure to variable returns from the investee and the ability of the investor to use
its power to affect those variable returns. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these elements of control.
De-facto control exists in situations where the Group has the practical ability to direct the
relevant activities of the investee without holding the majority of the voting rights. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over
the entity.
The consolidated financial statements present the results of the Group as if they formed a
single entity. Intercompany transactions and balances between group companies are
eliminated in full.
The consolidated financial statements incorporate the financial statements of the Company
and one of its subsidiaries made up to 30 September 2024. Subsidiary undertakings acquired
during the period are recorded under the acquisition method of accounting and their results
consolidated from the date of acquisition, being the date on which the Company obtains
control, and continue to be consolidated until the date such control ceases.
The subsidiaries included are as follows:
M ercator Gold Australia Pty Ltd
M ercator Gold Holdings Pty Ltd
Lux Exploration Pty Ltd
The Company’s former subsidiaries, Warm Springs Renewable Energy Corporation and Copper
Flat Corporation, both of which have been dormant for several years, no longer form part of
the Group.
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
63
M ercator Gold Holdings Pty Ltd was deregistered on 17 March 2025.
2.4
Going concern
The financial statements have been prepared on a going concern basis which assumes that
the Company will continue in operational existence for the foreseeable future.
The Company is currently financed through investment by its shareholders and during the
period the Company raised £1,176,937 before costs, from the issue of shares. The Company
made a loss for the period of £1,183,181 before taxation and foreign exchange adjustments.
Nonetheless, the Company held bank balances of £281,368 as at the year end and £893,443
at 21 March 2025.
In assessing whether the going concern assumption is appropriate, the Directors consider all
available information for the foreseeable future, in particular for the twelve months from the
date of approval of the financial statements. This information includes management prepared
cash flows forecasts, the Company’s current cash balances and the Company’s existing and
projected monthly running costs. Furthermore, the Directors are mindful that, if the Company
needs to raise further funds over the 12 months following approval of the financial statements
to execute its strategy and for working capital, it has the ability to access additional financing.
Specifically, the Company successfully completed two fundraisings in the year to 30
September 2024, and a further fundraising after the year end, through the issue of new
ordinary shares.
Therefore, the Directors have made an informed judgement at the time of approving the
financial statements that there is a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future. Thus, they continue
to adopt the going concern basis of accounting in preparing the financial statements.
2.5
Foreign currency translation
The consolidated financial statements are presented in pounds sterling which is the functional
and presentational currency representing the primary economic environment of the Group.
Foreign currency transactions are translated into the respective functional currencies of the
Company and its subsidiaries using the exchange rates prevailing at the date of the transaction
or at an average rate where it is not practicable to translate individual transactions. Foreign
exchange gains and losses are recognised in the income statement.
M onetary assets and liabilities denominated in a foreign currency are translated at the rates
ruling at the Statement of Financial Position date.
The assets and liabilities of the Group’s foreign operations are translated at exchange rates
ruling at the Statement of Financial Position date. Income and expense items are translated
at the average rates for the period. Exchange differences are classified as equity and
transferred to the Group’s exchange reserve. Such differences are recognised in the income
statement in the periods in which the operation is disposed of.
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
64
2.6
Cash and cash equivalents
Cash includes petty cash and cash held in current bank accounts. Cash equivalents include
short–term investments that are readily convertible to known amounts of cash and which are
subject to insignificant risk of changes in value.
2.7
Investment in subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is
exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity.
The investments in subsidiaries held by the Company are valued at cost less any provision for
impairment that is considered to have occurred, the resultant loss being recognised in the
income statement.
2.8
Financial instruments
Financial assets
The Group’s financial assets comprise equity investments held as financial assets at fair value
through profit or loss as required by IFRS 9, and financial assets at amortised cost, being cash
and cash equivalents and receivables balances. Financial assets are assigned to the respective
categories on initial recognition, based on the Group’s business model for managing financial
assets, which determines whether cash flows will result from collecting contractual cash flows,
selling the financial assets, or both.
Financial assets at amortised cost are non–derivative financial assets with fixed or
determinable payments that are not quoted in an active market. These assets are initially
measured at fair value plus transaction costs directly attributable to their acquisition or issue,
and are subsequently carried at amortised cost using the effective interest rate method, less
provision for impairment under the expected credit loss model.
The Group’s receivables fall into this category of financial instruments. Discounting is omitted
where the effect of discounting is immaterial.
Equity investments are held as financial assets at fair value through profit or loss. These assets
are initially recognised at fair value and subsequently carried in the financial statements at
fair value, with net changes recognised in profit or loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated
statement of financial position) when:
•
The rights to receive cash flows from the asset have expired; or
•
The Group has transferred its rights to receive cash flows from the asset or has
assumed an obligation to pay the received cash flows in full without material delay to
a third party under a ‘pass-through’ arrangement; and either (a) the Group has
transferred substantially all the risks and rewards of the asset, or (b) the Group has
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
65
neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ ECLs” ) for all debt instruments
not held at fair value through profit or loss.
The amount of the expected credit loss is measured as the difference between all contractual
cash flows that are due in accordance with the contract and all the cash flows that are
expected to be received (i.e. all cash shortfalls), discounted at the original effective interest
rate (EIR).
For trade receivables (not subject to provisional pricing) and other receivables due in less than
12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS
9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset’s lifetime ECL at each reporting date.
Financial liabilities
All financial liabilities are recognised initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables and are held at amortised
cost. After initial recognition, trade and other payables are subsequently measured at
amortised cost using the EIR method. Gains and losses are recognised in the statement of
profit or loss and other comprehensive income when the liabilities are derecognised, as well
as through the EIR amortisation process.
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled
or expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified,
such an exchange or modification is treated as the derecognition of the original liability and
the recognition of a new liability. The difference in the respective carrying amounts is
recognised in profit or loss and other comprehensive income.
2.9
Exploration and Development costs
All costs associated with mineral exploration and investments are capitalised on a project–by–
project basis, pending determination of the feasibility of the project. Costs incurred include
appropriate technical and administrative expenses but not general overheads. If an
exploration project is successful, the related expenditures will be transferred to mining assets
and amortised over the estimated life of the commercial ore reserves on a unit of production
basis. Where a licence is relinquished or a project abandoned, the related costs are written
off in the period in which the event occurs. Where the Group maintains an interest in a project,
but the value of the project is considered to be impaired, a provision against the relevant
capitalised costs will be raised. The recoverability of all exploration and development costs is
dependent upon continued good title to relevant assets being held, the discovery of
economically recoverable reserves, the ability of the Group to obtain necessary financing to
complete the development of reserves and future profitable production or proceeds from the
disposition thereof.
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
66
2.10
Property, Plant and Equipment
Tangible fixed assets are measured at historical cost, less accumulated depreciation and any
provision for impairment losses. Historical cost includes expenditure that is directly
attributable to bringing the assets to the location and condition necessary for it to be capable
of operating in the manner intended by management.
Depreciation is charged on each part of an item of tangible fixed assets so as to write off the
cost of assets less the residual value over their estimated useful lives, using the straight–line
method. Depreciation is charged to the income statement. The estimated useful lives are as
follows:
Office equipment
3 years
Furniture and fittings
5 years
M achinery and equipment
5 years
Land
Not depreciated
Useful economic lives and estimated residual values are reviewed annually and adjusted as
appropriate.
Expenses incurred in respect of the maintenance and repair of property, plant and equipment
are charged against income when incurred. Refurbishments and improvements expenditure,
where the benefit is expected to be long lasting, is capitalised as part of the appropriate asset.
An item of property, plant and equipment ceases to be recognised upon disposal or when no
future economic benefits are expected from its use or disposal. Any gain or loss arising on
cessation of recognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the income statement in the
year the asset ceases to be recognised.
2.11
Impairment testing of intangible and tangible assets
At each balance sheet date, the Company assesses whether there is any indication that the
carrying value of any asset may be impaired. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment loss (if
any).
2.12
Leases
Assets and liabilities arising from a lease are initially measured on a present value basis. The
lease payments are discounted using the interest rate implicit in the lease. If that rate cannot
be readily determined, the lessee’s incremental borrowing rate is used, being the rate that
the individual lessee would have to pay to borrow the funds necessary to obtain an asset of
similar value to the right-of-use asset. Lease payments are allocated between principal and
finance cost. All other short term leases are regarded as operating leases and the payments
made under them are charged to the income statement on a straight-line basis over the lease
term.
2.13
Equity
Equity comprises the following:
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
67
“ Share capital” represents the nominal value of equity shares, both ordinary and
deferred.
“ Share premium” represents the excess over nominal value of the fair value of
consideration received for equity shares, net of expenses of the share issues.
“ Other reserves” represent the fair values of share options and warrants issued.
“ Retained reserves” include all current and prior year results, including fair value
adjustments on financial assets, as disclosed in the consolidated statement of
comprehensive income.
“ Exchange reserve” includes the amounts described in more detail in the following
note on foreign currency below.
2.14
Share-based payments or options
During the period, the Company issued shares to directors and employees and shares were
issued to certain PR consultants as part of their fees.
All goods and services received in exchange for the grant of any share–based payment are
measured at their fair values. Where employees are rewarded using share–based payments,
the fair values of employees’ services are determined indirectly by reference to the fair value
of the instrument granted to the employee.
The fair value is appraised at the grant date and excludes the impact of non–market vesting
conditions. Fair value is measured by use of the Black Scholes model. The expected life used
in the model has been adjusted, based on management’s best estimate, for the effects of
non–transferability, exercise restrictions, and behavioural considerations.
All equity–settled share–based payments are ultimately recognised as an expense in the
income statement with a corresponding credit to “ other reserves” .
If vesting periods or other non–market vesting conditions apply, the expense is allocated over
the vesting period, based on the best available estimate of the number of share options
expected to vest. Estimates are subsequently revised if there is any indication that the number
of share options expected to vest differs from previous estimates. Any cumulative adjustment
prior to vesting is recognised in the current period. No adjustment is made to any expense
recognised in prior years if share options ultimately exercised are different to that estimated
on vesting.
Upon exercise of share options, the proceeds received net of attributable transaction costs
are credited to share capital and, where appropriate, share premium.
A gain or loss is recognised in profit or loss when a financial liability is settled through the
issuance of the Company’s own equity instruments. The amount of the gain or loss is
calculated as the difference between the carrying value of the financial liability extinguished
and the fair value of the equity instrument issued.
2.15
Taxation
The tax expense for the period comprises current tax. Tax is recognised in the income
statement, except to the extent that it relates to items recognised directly in equity. In this
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
68
case the tax is also recognised directly in other comprehensive income or directly in equity,
respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period in the countries where the Group
operates and generates taxable income. M anagement periodically evaluates positions taken
in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected
to be paid to the tax authorities.
Deferred tax represents the tax expected to be payable or recoverable on the temporary
differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The Company has tax losses which can
be used to offset future profits. A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against which the asset can be utilised.
No deferred tax asset has been recognised in the current period.
2.16
Provisions
A provision is recognised in the Statement of Financial Position when the Group or Company
has a present legal or constructive obligation as a result of a past event, and it is probable that
an outflow of economic benefits will be required to settle the obligation. If the effect is
material, provisions are determined by discounting the expected future cash flows at a pre–
tax rate that reflects current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.
2.17
Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity’s accounting policies, management makes estimates and
assumptions that have an effect on the amounts recognised in the financial information.
Although these estimates are based on management’s best knowledge of current events and
actions, actual results may ultimately differ from those estimates. The key assumptions
concerning the future, and other key sources of estimation uncertainty at the balance sheet
date, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial period, are those relating to the valuation of
share based payments.
Capitalisation and recoverability of exploration and development costs (Note 10):
Capitalised exploration and evaluation costs consist of direct costs, licence payments and fixed
salary/ consultant costs, capitalised in accordance with IFRS 6 "Exploration for and Evaluation
of M ineral Resources". The group and company recognises expenditure as exploration and
evaluation assets when it determines that those assets will be successful in finding specific
mineral assets. Exploration and evaluation assets are initially measured at cost. Exploration
and evaluation costs are assessed for indications of impairment at each reporting date. Where
the carrying amount of an asset exceeds its recoverable amount an impairment is recognised.
Any impairment is recognised directly in profit or loss.
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
69
Recoverability of investment in subsidiaries including intra group receivables (Note 9 and 11)
The recoverability of investments in subsidiaries, including intra group receivables, is directly
linked to the recoverability of the exploration assets in those entities, which is subject to the
same estimates and judgements as explained above.
3.
OPERATING LOSS
Year ended
30 September
2024
Year ended
30 September
2023
The operating loss is stated after charging:
£
£
Depreciation of property, plant and equipment
62,144
131,565
Operating lease expenses
45,689
46,004
Auditors’ remuneration – fees
payable to the
Company’s auditor for the audit of the parent company
and consolidated financial statements
50,000
40,000
Auditors’ remuneration –
fees payable to the
Company’s auditor for corporation tax services of the
parent company and consolidated financial statements
3,815
3,978
4.
EARNINGS PER SHARE
Basic earnings per share has been calculated by dividing the loss attributable to equity holders
of the company after taxation by the weighted average number of shares in issue during the
year. There is no difference between the basic and diluted earnings per share as the effect on
the exercise of options and warrants would be to decrease the earnings per share.
Details of share options and warrants that could potentially dilute earnings per share in future
periods is set out in Note 13.
Basic and Diluted
Year ended 30
September 2024
Year ended 30
September 2023
Weighted number of shares in issue during the year
1,698,978,865
1,150,924,615
£
£
Loss from continuing operations attributable to owners
of the parent
(1,183,181)
(1,772,670)
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
70
5.
INCOM E TAX
The relationship between the expected tax expense based on the corporation tax rate of 25%
for the year ended 30 September 2024 (2023: 25%) and the tax expense actually recognised
in the income statement can be reconciled as follows:
The Company has unused tax losses of approximately £8,561,000 (2023 £8,386,000) to carry
forward and set against future profits; and the Company has capital losses of £197,000 to
carry forward and set against future capital gains of the Company. The related deferred tax
asset has not been recognised in respect of these losses as there is no certainty in regard to
the level and timing of future profits.
6.
STAFF NUM BERS AND COSTS
Group and Company
Year ended 30
September
2024
Year ended 30
September
2023
Number
Number
Directors
4
5
Administration
3
3
Total
7
8
The aggregate payroll costs of these persons
were as follows:
£
£
Staff wages and salaries
131,278
109,281
Directors’ cash based emoluments
38,569
203,294
Directors’ share based emoluments
299,000
-
Social security costs
5,300
10,209
Pension contributions
3,483
4,877
477,630
327,661
Year ended
30 September
Year ended
30 September
2024
2023
£
£
Group loss for the year
(1,183,181)
(1,772,670)
Loss on activities at effective rate of corporation
tax of 25% (2023: 25%)
(295,795)
(443,167)
Expenses not deductible for tax purposes
87,500
14,424
Loss on disposal of subsidiary not deductible for
tax purposes
-
-
Income not taxable
5,458
11,253
Depreciation in excess of capital allowances
62,144
131,541
Loss carried forward on which no deferred tax
asset is recognised
140,693
285,948
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
71
The remuneration of the directors, who are the key management personnel of the Group, in
aggregate for each of the categories specified in IAS 24 ‘Related Party Disclosures’ was as
follows:
£
£
Directors’ cash based emoluments
38,569
203,294
Directors’ share based emoluments
299,000
-
Pension contributions
-
-
337,569
203,294
Directors’ remuneration
Details of remuneration earned in respect of the financial year ended 30 September 2024 by
each Director (together with former CEO Andrew Haythorpe) are set out below:
Year ended 30 September 2023:
The highest paid Director received remuneration of £103,500 (2023: £81,664), excluding
share–based payments.
7.
FINANCE INCOM E
Year ended 30
September 2024
Year ended 30
September 2023
Finance income
£
£
Interest on cash and cash equivalents
5,458
3,111
5,458
3,111
Salary
Consulting fees
Paid
Accrued
Share Based
Payments
Other
Adjustments
Paid Accrued
Total
Director
£
£
£
£
£
W Tang
7,000
-
33,000
(8,000)
-
-
32,000
N Tulloch
12,000
500
90,000
-
-
-
102,500
M Whitlow
13,000
500
90,000
-
-
-
103,500
A Jones
29,321
1,725
20,000
(5,000)
-
-
46,046
A Haythorpe
-
-
-
(477)
-
-
(477)
T Davenport
-
-
33,000
(6,000)
-
-
27,000
A Scott
-
-
33,000
(6,000)
-
-
27,000
61,321
2,725
299,000
(25,477)
-
-
337,569
Salary
Consulting fees
Total
Paid
Accrued
Paid
Accrued
Director
£
£
£
£
£
W Tang
40,000
8,000
1,150
-
49,150
N Tulloch
-
500
-
-
500
A Jones
25,000
5,000
51,644
-
81,644
T Davenport
30,000
6,000
-
-
36,000
A Scott
30,000
6,000
-
-
36,000
125,000
25,500
52,794
-
203,294
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
72
8.
TANGIBLE FIXED ASSETS
Group
Furniture &
fittings
Office
Equipment
M achinery
&
equipment
Land &
Building
Total
Cost
£
£
£
£
£
At 1 October 2023
4,440
45,890
392,307
277,820
720,457
Additions
-
792
-
-
792
Disposal
-
-
(274,827)
-
(274,827)
Impairment
-
-
-
(155,262)
(155,262)
FX Rate Differences
-
183
(7,208)
(6,139)
(13,164)
At 30 September
2024
4,440
46,865
110,272
116,419
277,996
Depreciation
At 1 October 2023
3,409
32,873
116,526
-
152,808
Depreciation for the
year
253
6,569
55,322
-
62,144
Disposal
-
-
(88,194)
-
(88,194)
FX Rate Differences
-
1,290
(4,142)
-
(2,852)
At 30 September
2024
3,662
40,732
79,512
-
123,906
Net book value
At 1 October 2023
1,031
13,017
275,781
277,820
567,649
At 30 September
2024
778
6,133
30,760
116,419
154,090
Company
Furniture &
fittings
Office
Equipment
M achinery
&
equipment
Land and
Building
Total
Cost
£
£
£
£
£
At 1 October 2023
2,348
34,429
6,824
-
43,601
Additions
-
792
-
-
792
At 30 September
2024
2,348
35,221
6,824
-
44,393
Depreciation
At 1 October 2023
1,317
28,163
6,824
-
36,304
Depreciation for the
year
253
4,552
-
-
4,805
At 30 September
2024
1,570
32,715
6,824
-
41,109
Net book value
At 1 October 2023
1,031
6,266
-
-
7,297
At 30 September
2024
778
2,506
-
-
3,284
The Group and the Company’s property, plant and equipment are free from any mortgage or
charge. The comparable table for 2023 is detailed below.
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
73
Group
Furniture &
fittings
Office
Equipment
M achinery
&
equipment
Land &
Building
Total
Cost
£
£
£
£
£
At 1 October 2022
3,681
41,239
553,723
766,220
1,364,863
Additions
759
4,651
162,537
-
167,947
Disposal
-
-
(273,707)
(461,130)
(734,837)
FX Rate Differences
-
-
(50,246)
(27,270)
(77,516)
At 30 September
2023
4,440
45,890
392,307
277,820
720,457
Depreciation
At 1 October 2022
3,158
25,071
148,443
-
176,672
Depreciation for the
year
251
7,802
123,512
-
131,565
Disposal
-
-
(136,304)
-
(136,304)
FX Rate Differences
-
-
(19,124)
-
(19,124)
At 30 September
2023
3,409
32,873
116,526
-
152,808
Net book value
At 1 October 2022
523
16,168
405,281
766,220
1,188,192
At 30 September
2023
1,031
13,017
275,781
277,820
567,649
Company
Furniture &
fittings
Office
Equipment
M achinery
&
equipment
Land and
Building
Total
Cost
£
£
£
£
£
At 1 October 2022
1,589
29,778
6,824
-
38,191
Additions
759
4,651
-
-
5,410
At 30 September
2023
2,348
34,429
6,824
-
43,601
Depreciation
At 1 October 2022
1,066
22,453
6,824
-
30,343
Depreciation for the
year
251
5,710
-
-
5,961
At 30 September
2023
1,317
28,163
6,824
-
36,304
Net book value
At 1 October 2022
523
7,325
-
-
7,848
At 30 September
2023
1,031
6,266
-
-
7,297
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
74
9.
INVESTM ENTS
Investment in subsidiaries
£
Cost as at 1 October 2023
1
Impairment
-
Balance at 30 September 2024
1
The comparable table for 2023 is detailed below:
Investment in subsidiaries
£
Cost as at 1 October 2022
22,543
Impairment
(22,542)
Balance at 30 September 2023
1
Investment in subsidiaries
At 30 September 2024, the Company had interests in the following subsidiary undertakings:
Subsidiaries:
Principal
country of
incorporation
Principal
activity
Description
and effective
country of
operation
Proportion of
shares held
M ercator Gold Australia
Pty Ltd
Australia
M ineral
Exploration
Australia
100%
M ercator Gold Holdings
Pty Ltd*
Australia
M ineral
Exploration
Australia
100%
Lux Exploration Pty Ltd*
Australia
M ineral
Exploration
Australia
100%
* Indirect subsidiaries of ECR
Registered office addresses of the subsidiaries are as follows:
M ercator Gold Australia Pty Ltd
Level 7, 330 Collins Street, M elbourne,
Victoria, 3000, Australia
M ercator Gold Holdings Pty Ltd
Level 7, 330 Collins Street, M elbourne,
Victoria, 3000, Australia
Lux Exploration Pty Ltd
123 Victoria Street, Eaglehawk, Victoria,
3556, Australia
Financial assets at fair value through profit or loss
2024
£
2023
£
Quoted investments
At 1 October
10,390
45,084
Fair value movements
832
(34,694)
Disposal proceeds
(18,722)
-
Profit on disposal
7,500
-
At 30 September
-
10,390
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
75
The financial asset at 30 September 2024 and 2023 comprised shares in Tiger International
Resources, Inc. and Unicorn M ineral Resources PLC which are held at fair value through profit
or loss in accordance with IFRS 9 Financial Instruments. The investment in Tiger International
Resources, Inc. was written off in the year to 30 September 2023 and the investment in
Unicorn Mineral Resources PLC was sold during the year to 30 September 2024.
10.
INTANGIBLE ASSETS – EXPLORATION AND DEVELOPM ENT COSTS
Group
Company
2024
2023
2024
2023
£
£
£
£
At 1 October
4,420,597
3,760,919
347,984
147,985
Additions
462,952
979,251
-
199,999
Impairment
-
-
-
-
FX Rate Difference
(75,109)
(319,573)
-
-
At 30 September
4,808,440
4,420,597
347,984
347,984
A summary of exploration and development costs of the Group is presented below:
11.
TRADE AND OTHER RECEIVABLES
Group
Company
2024
£
2023
£
2024
£
2023
£
Non-current assets
Amount owed by a subsidiary
-
-
4,416,421
4,005,390
Current assets
Amount owed by a subsidiary
-
-
1,154,084
1,009,068
Other receivables
48,477
43,145
16,344
18,713
Prepayments and accrued income
43,506
42,238 37,410
38,072
91,983
85,383 1,207,838
1,065,8531
12.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents
Group
Company
2024
£
2023
£
2024
£
2023
£
Cash
and
cash
equivalents
consisted of the following:
Deposits at banks
281,368
82,462
247,393
6,589
281,368
82,462
247,393
6,589
2024
£
2023
£
Central Victorian Gold Projects, Australia
4,183,111
4,032,544
Queensland Gold Projects, Australia
625,329
388,053
At 30 September
4,808,440
4,420,597
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
76
13.
SHARE CAPITAL AND SHARE PREM IUM ACCOUNTS
The share capital of the Company consists of three classes of shares: ordinary shares of 0.001p
each which have equal rights to receive dividends or capital repayments and each of which
represents one vote at shareholder meetings; and two classes of deferred shares, one of 9.9p
each and the other of 0.099p each, which have limited rights as laid out in the Company’s
articles.
In particular deferred shares carry no right to dividends or to attend or vote at shareholder
meetings and deferred share capital is only repayable after the nominal value of the ordinary
share capital has been repaid.
a)
Changes in issued share capital and share premium
Deferred
Deferred ‘B’
Deferred
Number of
shares
Ordinary
shares
9.9p
shares
0.099p
shares
0.199p
shares
Total
shares
Share
premium
Total
£
£
£
£
£
£
£
At 1 October 2023
1,207,976,015
12,079
7,194,816
3,828,359
257,161
11,292,415
54,195,397
65,487,812
Issue of shares
530,392,844
5,304
-
-
-
5,304
1,171,634
1,176,938
less costs
-
-
-
-
-
-
(30,100)
(30,100)
Shares issued in payment of
creditors
24,890,951
249
-
-
-
249
60,751
61,000
Shares issued in payment of
services
129,501,101
1,295
-
-
-
1,295
297,705
299,000
Balance at
30 September 2024
1,892,760,911
18,927
7,194,816
3,828,359
257,161
11,299,263
55,695,387
66,994,650
All the shares issued are fully paid up and none of the Company’s shares are held by any of
its subsidiaries.
b)
Potential issue of ordinary shares
Share options
The number and weighted average exercise prices of share options valid at the year–end are
as follows:
Weighted
average
exercise price
Number of
options
Weighted
average
exercise price
Number of
options
2024
2024
2023
2023
£
£
Exercisable at the beginning
of the year
0.022
116,076,984
0.023
60,276,984
Granted during the year
-
-
0.020
57,000,000
Exercised during the year
-
-
-
-
Expired during the year
0.022
(54,000,000)
0.01125
(1,200,000)
Exercisable at the end of
the year
0.022
62,076,984
0.022
116,076,984
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
77
The options outstanding at 30 September 2024 have a weighted average remaining
contractual life of 2 years and 2 months (2023: 3 years and 2 months). Subsequent to the year
end, the Company cancelled 14,076,984 share options.
The options outstanding at the end of the year have the following expiry date and exercise
prices:
There were 99,999,986 warrants outstanding at the end of the year, none of which were
exercised and all of which expired on 19 December 2024.
14.
TRADE AND OTHER PAYABLES
Group
Company
2024
£
2023
£
2024
£
2023
£
Trade payables
28,145
62,902
12,855
35,183
Social security and
employee taxes
5,946
16,637
-
2,432
Other creditors and
accruals
61,244
74,562
53,518
63,427
95,335
154,101
66,373
101,042
Trade payables and accruals principally comprise amounts outstanding for trade purchases
and continuing costs. The Directors consider that the carrying amount of trade and other
payables approximates to their fair value. See also Note 18.
15.
CAPITAL M ANAGEM ENT
The Group’s objective when managing capital is to safeguard the entity’s ability to continue
as a going concern and develop its mineral exploration and development and other activities
to provide returns for shareholders and benefits for other stakeholders.
The Group’s capital structure comprises all the components of equity (all share capital, share
premium, retained earnings when earned and other reserves). When considering the future
capital requirements of the Group and the potential to fund specific project development via
debt, the Directors consider the risk characteristics of the underlying assets in assessing the
optimal capital structure.
Date granted
Expiry Date
Exercise Price
No. of Options
27 February 2017
28 October 2024
£0.01725
4,076,984
30 July 2018
28 October 2024
£0.01125
10,000,000
23 January 2022
22 January 2027
£0.022
15,000,000
16 April 2023
15 April 2028
£0.011
11,000,000
16 April 2023
15 April 2028
£0.022
11,000,000
16 April 2023
15 April 2028
£0.033
11,000,000
Share-based payments
There were no options exercised during the year.
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
78
16.
RELATED PARTY TRANSACTIONS
Group
Company
2024
£
2023
£
2024
£
2023
£
Amounts owed to Directors
2,725
25,000
1,000
25,000
Details of Directors’ emoluments are disclosed in Note 6. The amounts owed to Directors
relate to accrued emoluments, consulting fees and expenses due.
During the year the Company provided additional advances of £415,662 (2023: £188,149)
under a loan to M ercator Gold Australia Pty Ltd and charged expenses and management fees
of £140,385 (2023: £147,487). The balance owed to the Company is shown in Note 11.
The Company and the Group have no ultimate controlling party.
17.
COM M ITM ENTS AND CONTINGENCIES
Capital expenditure commitment
As at 30 September 2024, the Group has a commitment expenditure of A$650,000 for the first
three years across the three licence areas in the Lolworth Range, Queensland and a
commitment expenditure of A$314,000 for its three tenements in Victoria.
Contingencies
The Group entered into no agreements during the year ended 30 September 2024 which
would result in disclosure of contingent assets or liabilities.
Leases
The Company has no operating leases.
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
79
18.
FINANCIAL INSTRUM ENTS
Risk management objectives and policies
The Group’s principal financial assets comprise cash and cash equivalents, trade and other
receivables and investments. The Group’s liabilities comprise trade payables, other payables
including taxes and social security, and accrued expenses.
The Board determines as required the degree to which it is appropriate to use financial
instruments, commodity contracts or other hedging contracts to mitigate financial risks.
Credit risk
The Group’s cash and cash equivalents are held with major financial institutions. The Group
monitors credit risk by reviewing the credit quality of the financial institutions that hold the
cash and cash equivalents and restricted cash. The fair value of cash and cash equivalents at
30 September 2024 and 30 September 2023 did not differ materially from their carrying value.
M anagement believes that the Group’s exposure to credit risk is manageable.
The Company manages its current VAT receivables by submitting VAT returns on a quarterly
basis. This allows the Company to receive the VAT in a timely matter while any amounts that
Group
2024
£
2023
£
Financial assets (amortised cost)
Trade and other receivables (excluding prepayments)
48,477
43,145
Cash and cash equivalents
281,368
82,462
329,845
125,607
Financial assets (fair value through profit or loss)
Equity investments
-
10,390
-
10,390
Financial liabilities (amortised cost)
Trade and other payables
95,335
154,101
95,335
154,101
2024
2023
Company
£
£
Financial assets (amortised cost)
Trade and other receivables (excluding prepayments)
1,170,428
1,027,781
Cash and cash equivalents
247,393
6,589
Long-term borrowings, intra-group
4,416,421
4,005,390
5,834,242
5,039,760
Financial assets (fair value through profit or loss)
Equity investments
-
10,390
-
10,390
Financial liabilities (amortised cost)
Trade and other payables
66,373
101,042
66,373
101,042
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
80
may come under scrutiny. M anagement has no formal credit policy in place for customers
and the exposure to credit risk is approved and monitored on an ongoing basis individually for
all significant customers. The maximum exposure to credit risk is represented by the carrying
amount of each financial asset in the statement of financial position. The Group does not
require collateral in respect of financial assets.
Market risk
The Group’s financial instruments potentially affected by market risk include bank deposits,
and trade payables. An analysis is required by IFRS 7, intended to illustrate the sensitivity of
the Group’s financial instruments (as at period end) to changes in market variables, being
exchange rates and interest rates. The Group’s exposure to market risk is not considered to
be material.
Interest rate risk
The Group has no material exposure to interest rate risk. Since the interest accruing on bank
deposits was relatively immaterial there is no material sensitivity to changes in interest rates.
Foreign currency risk
The Group is exposed to foreign currency risk in so far as some dealings with overseas
subsidiary undertakings are in foreign currencies. Bank accounts are held in Great British
Pounds (“ GBP), Australian Dollars (“ AUD” ). The Company has payables that originate in GBP,
AUD and USD. As such the Company is affected by changes in the GBP exchange rate
compared to the following currencies; AUD.
As at 30 September 2024
GBP
AUD
PHP
Cash and cash equivalents
247,393
65,664
-
Accounts receivable
1,207,838
84,886
-
Accounts payable
(66,373)
(55,970)
-
Net foreign exchange exposure
1,388,858
94,580
-
Translation to GBP
1
0.5174
-
GBP equivalent
1,388,858
48,936
-
As at 30 September 2023
GBP
AUD
PHP
Cash and cash equivalents
6,589
143,933
129,771
Accounts receivable
1,065,853
65,348
1,000
Accounts payable
(101,043)
(135,171)
(315,800)
Net foreign exchange exposure
971,400
344,451
446,571
Translation to GBP
1
0.5271
0.0144
GBP equivalent
971,400
181,560
6,431
Fair value of financial instruments
The fair values of the Company’s financial instruments at 30 September 2024 and 30
September 2023 did not differ materially from their carrying values.
The Group measures fair values using the following fair value hierarchy that reflects the
significance of the inputs used in making the measurements:
•
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
•
Level 2: valuation techniques based on observable inputs either directly (i.e. as prices)
or indirectly (i.e. derived from prices);
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
81
•
Level 3: valuation techniques that include inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
The following table provides an analysis of financial instruments that are measured
subsequent to initial recognition at fair value, by the level in the fair value hierarchy into which
the measurement is categorised.
Group and Company
30 September 2024
Level 1
£
Level 2
£
Level 3
£
Total
£
Financial assets at fair value
through profit or loss
–
–
–
-
–
–
–
-
Group and Company
30 September 2023
Level 1
£
Level 2
£
Level 3
£
Total
£
Financial assets at fair value
through profit or loss
10,390
–
–
10,390
10,390
–
–
10,390
Liquidity risk
The Group finances its operations primarily through the issue of equity share capital and debt
in order to ensure sufficient cash resources are maintained to meet short–term liabilities and
future project development requirements. M anagement monitors availability of funds in
relation to forecast expenditures in order to ensure timely fundraising. Funds are raised in
discrete tranches to finance activities for limited periods.
Funds surplus to immediate requirements may be placed in liquid, low risk investments.
The Group’s ability to raise finance is subject to market perceptions of the success of its
projects undertaken during the year and subsequently. Due to the uncertain state of financial
markets, there can be no certainty that future funding will continue to be available. The table
below sets out the maturity profile of financial liabilities as at 30 September 2024.
2024
£
2023
£
Due in less than 1 month
95,335
154,101
Due between 1 and 3 months
–
–
Due between 3 months and 1 year
–
–
Due after 1 year
–
–
95,335
154,101
19.
SEGEM ENTAL REPORTING
The Group is engaged in mineral exploration and development and is considered to have one
business segment. The Chief Operating Decision M aker is considered to be the Board of
Directors, who segment exploration activities by geographical region in order to evaluate
performance individually. The segmental breakdown of exploration assets is shown in Note
10.
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
82
M anagement information in respect of profit or loss expenditures is not segmented but is
considered at Group level.
20.
CASH USED IN OPERATIONS
21.
EVENTS AFTER THE REPORTING DATE
On 21 November 2024, the Company announced that it had agreed, in principle, to sell its land
at Brewing Lane in Victoria for A$225,000. This sale subsequently completed in M arch 2025.
Subsequent to the year end, on 25 November 2024, the Company issued 287,878,787 new
ordinary shares of 0.001 pence each in the Company pursuant to a subscription which raised
£950,000 (with such shares then being issued on 16 December 2024).
On 6 December 2024, the Company granted share options to certain directors and members
of its management over 210,000,000 ordinary shares of 0.001 pence each in the Company.
On 16 December 2024, the Company announced Non-Executive Director Trevor Davenport
would step down from the board of directors on 31 December 2024.
Group
Company
Year ended 30
September
2024
Year ended 30
September
2023
Year ended 30
September
2024
Year ended 30
September
2023
Note
£
£
£
£
Operating activities
Loss for the year before tax
(1,183,181)
(1,772,670)
(692,751)
(3,104,695)
Adjustments:
Depreciation expense property,
plant and equipment
62,144
131,541
4,805
5,961
Share based payments
-
156,380
-
156,380
Shares issued for services
360,000
-
360,000
-
Loss/ (gain) on disposal of fixed
assets
(7,500)
219,923
(7,500)
-
Loss/ (gain) on financial assets at
fair value
(832)
34,694
(832)
34,694
Impairment of tangible assets
155,262
-
-
-
Impairment of intangible assets
-
-
22,542
Impairment of subsidiary
-
-
-
1,998,399
Disposal of inventory
-
-
-
-
Interest income
(5,458)
(3,112)
(4,249)
(1,106)
Profit and loss on disposal
(29,597)
-
-
-
Decrease/ (Increase) in accounts
receivable
(6,600)
62,660
(141,984)
(28,285)
(Decrease)/ Increase in accounts
payable
(58,765)
(12,968)
(34,670)
46,829
Net cash used in operations
(714,528)
(1,183,552)
(517
,181)
(869,281)
NOTES TO THE FINANCIAL STATEM ENTS
ECR Minerals plc | Annual Report 2024
83
On 2 October 2024 and 9 January 2025, the Company issued an aggregate of 34,529,896 new
ordinary shares to certain Directors, consultants and advisers both as part of their
remuneration or fee arrangements.
NOTICE OF ANNUAL GENERAL M EETING
ECR Minerals plc | Annual Report 2024
84
The Annual General M eeting of ECR
M inerals plc (the “Company”) will be held
at 11.00 am on 23 April 2025 at the offices
of Allenby Capital Limited, 5th Floor, 5 St.
Helen’s Place, London EC3A 6AB.
THIS DOCUM ENT IS IM PORTANT AND
REQUIRES YOUR IM M EDIATE ATTENTION.
If you are in any doubt as to the action you
should take, you are recommended to seek
your own financial advice from your
stockbroker,
bank manager,
solicitor,
accountant or other independent adviser
authorised under the Financial Services
and M arkets Act 2000 if you are resident in
the UK or, if you reside elsewhere, another
appropriately authorised financial adviser.
If you have recently sold or transferred all
of your shares in ECR Minerals plc please
send this notice and the accompanying
documents as soon as possible to the
purchaser or transferee or to the person
who arranged the sale or transfer, so they
can pass these documents to the person
who now holds the shares.
Notice is given that the Annual General
M eeting of the Company will be held at the
offices of Allenby Capital Limited, 5th floor,
5 St. Helen’s Place, London EC3A 6AB at
11.00 am on 23 April 2025. You will be
asked to consider and vote on the
resolutions below. Resolutions 1 to 7
(inclusive) will be proposed as ordinary
resolutions and resolutions 8 and 9
(inclusive) as special resolutions.
Ordinary Resolutions
1.
To receive the Company’s annual
accounts for the financial year ended
30 September 2024 together with the
directors’ reports and auditor’s report
on those accounts.
2.
To
approve
the
directors’
remuneration report (excluding the
directors’ remuneration policy, set
out in the directors’ remuneration
report), as set out in the Company’s
annual report and accounts for the
financial year ended 30 September
2024.
3.
To
approve
the
directors’
remuneration policy, as set out in the
directors’ remuneration report, as set
out in the Company’s annual report
and accounts for the financial year
ended 30 September 2024.
4.
To re-elect M ichael Whitlow as a
Director of the Company.
5.
To re-appoint PKF Littlejohn LLP as the
Company’s independent auditors to
hold office from the conclusion of this
meeting until the conclusion of the
next Annual General M eeting at
which accounts are laid before the
Company.
6.
To authorise the directors of the
Company
to
determine
the
remuneration of the independent
auditors of the Company.
7.
That, the directors of the Company be
and are generally and unconditionally
authorised pursuant to section 551 of
the Companies Act 2006 (the “ Act” ) to
exercise all powers of the Company to
allot equity securities (as determined
in section 560(1) of the Act) in the
Company and/ or to grant rights to
subscribe for or to convert any
security into such shares (“ Allotment
Rights”), but so that the maximum
amount of equity securities that may
be allotted or made the subject of
Allotment Rights under this authority
are shares with an aggregate nominal
value
of
£11,075
representing
approximately 50 per cent. of the
Company’s
current
issued
share
capital, provided that this authority,
unless
duly
renewed,
varied
or
revoked by the Company, will expire
on the date being fifteen months from
the date of the passing of this
resolution or, if earlier, the conclusion
NOTICE OF ANNUAL GENERAL M EETING
ECR Minerals plc | Annual Report 2024
85
of the next Annual General M eeting of
the Company to be held after the
passing of this resolution, save that
the Company may, before such expiry,
make offers or agreements which
would or might require shares to be
allotted or Allotment Rights to be
granted after such expiry and, the
directors may allot shares and grant
Allotment Rights in pursuance of such
an
offer
or
agreement
notwithstanding that the authority
conferred by this resolution has
expired.
Special Resolutions
8.
That, conditional on the passing of
resolution 6, the directors be and they
are hereby empowered pursuant to
section 570 of the Act to allot equity
securities (within the meaning of
section 560 of the Act) for cash,
pursuant to the authority conferred
by resolution 7 or by way of a sale of
treasury shares as if section 561(1) of
the Act did not apply to any such
allotment or sale, provided that this
power shall be limited to:
a. the allotment of equity securities
in connection with an offer by way
of a rights issue, open offer or
other offer:
i.
to the holders of ordinary
shares
in
proportion
(as
nearly as may be practicable)
to their respective holdings;
and
ii.
to holders of other equity
securities as required by the
rights of those securities or as
the
directors
otherwise
consider necessary,
but subject to such exclusions or
other
arrangements
as
the
directors may deem necessary or
expedient in relation to treasury
shares, fractional entitlements,
record dates, legal or practical
problems in or under the laws of
any territory or the requirements
of any applicable regulatory body
or stock exchange;
b. the allotment (otherwise than
pursuant to sub-paragraph (a)
above) of equity securities and the
sale of treasury shares up to an
aggregate nominal amount of
£11,075
representing
approximately 50 per cent. of the
Company’s current issued share
capital, provided that the power
granted by this resolution will
expire on the date being fifteen
months from the date of the
passing of this resolution or, if
earlier, the conclusion of the next
Annual General M eeting of the
Company to be held after the
passing of this resolution (unless
renewed, varied or revoked by the
Company prior to or on such date),
save that the Company may,
before such expiry, make offers or
agreements which would or might
require equity securities to be
allotted or treasury shares to be
sold after such expiry and, the
directors
may
allot
equity
securities or sell treasury shares in
pursuance of such an offer or
agreement notwithstanding that
the authority conferred by this
resolution has expired.
9.
That, a general meeting of the
Company, other than an Annual
General M eeting, may be called on
not less than 14 clear days’ notice,
provided that the authority granted
by this resolution shall expire at the
conclusion of the next Annual General
M eeting of the Company.
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86
Recommendation
The Board believes that each of the
resolutions to be proposed at the Annual
General M eeting is in the best interests of
the Company and its shareholders as a
whole.
Accordingly,
the
Directors
unanimously recommend that ordinary
shareholders vote in favour of all of the
resolutions proposed, as the Directors
intend to do in respect of their own
beneficial holdings.
By order of the Board
Nick Tulloch
Company Secretary
Registered Office:
Riverbank House
1 Putney Bridge Approach
London SW6 3JD
Registered Number: SC680788
28 March 2025
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87
Explanatory notes to the proposed resolutions
Resolutions 1 to 7 (inclusive) are proposed as
ordinary resolutions, which means that for each of
those resolutions to be passed, more than half the
votes cast must be cast in favour of the resolution.
Resolutions 8 and 9 (inclusive) are proposed as
special resolutions, which means that for each of
those resolutions to be passed, at least three-
quarters of the votes cast must be cast in favour of
the resolution.
Resolution 1 – Receipt of 2024 Annual Report and
Financial Statements
The Directors are required to lay the Company’s
financial statements and the Directors’ and auditor’s
reports on those financial statements (collectively,
the “ 2024 Annual Report”) before shareholders each
year at the Annual General M eeting (“AGM ” ).
Resolution 2 – Approval of Directors’ remuneration
report
The Directors’ remuneration report (the “ Directors’
Remuneration Report” ) is set out on page 42 to 46
of the 2024 Annual Report and provides details of
the remuneration paid to Directors in respect of the
year ended 30 September 2024, including base
salary, taxable benefits, share-based incentives,
pension-related benefits and any other items in the
nature of. The Directors’ Remuneration Report is
subject to an annual advisory shareholder vote by
way of an ordinary resolution. Resolution 2 is to
approve the Directors’ Remuneration Report.
Resolution 3 – Approval of Directors’ remuneration
policy
The purpose of this resolution is to seek shareholder
approval of the 2024 Directors’ Remuneration Policy
set out on pages 42 to 43 of the 2024 Annual Report.
The 2024 Directors’ Remuneration Policy is based on
the following key principles:
the rationale and operation of the policy
should be easy to understand and transparent;
there should be a strong alignment between
rewards and the interests of our stakeholders,
including shareholders and employees;
the policy should maintain a focus on long-
term performance;
the total compensation package should be
competitive to ensure we can retain and
attract
talent
to
deliver
our
strategic
objectives; and
the structure should meet the expectations of
investors.
The vote on the 2024 Directors’ Remuneration
Policy is by way of ordinary resolution. It is a binding
vote, meaning that, if approved, payments to
Directors may only be made if they are within the
boundaries of the policy.
The policy sets out how the Company proposes to
pay the Directors, including every element of
remuneration to which a Director may be entitled,
as well as how the policy supports the Company’s
long-term strategy and performance. It also includes
details of the Company’s approach to recruitment
and payment for loss of office.
If the Company wishes to make changes to its
remuneration policy, it has to put a new policy to
shareholders for approval at a general meeting.
Once approved, the Company will only be able to
make remuneration payments to current and
prospective Directors and payments for loss of office
to current or past Directors within the boundaries of
the new policy, unless the payment is approved by a
separate shareholder resolution.
If approved by shareholders, the policy will apply for
a three-year term from the conclusion of the AGM .
We will keep the issues on appropriate positioning
of our executive Directors’ total remuneration
opportunity under review throughout the duration
of the policy.
Resolution 4– Re-election of Directors
Under the Company’s Articles of Association, at
every annual general meeting of the Company, any
Director who has been appointed by the Board since
the date of the last annual general meeting or:
who held office at the time of the two preceding
annual general meetings and did not retire at
either of them; or
who has held office with the Company as a non–
executive Director (that is, he has not been
employed by the Company or held executive
office) for a continuous period of nine years or
more at the date of the meeting,
shall retire from office and may offer himself for
election/ re–election by the members.
The biographies on page 37 of the 2024 Annual
Report set out the skills and experience which
underpin the contribution each Director brings to
the Board for the long-term sustainable success of
the Company. Based upon the review undertaken,
the Board has satisfied itself that each of the
Directors is fully able to discharge their duties to the
Company and that they each have sufficient capacity
to meet their commitments to the Company. The
terms of appointment of the Directors are set out on
pages 42 to 43 of the 2024 Annual Report.
Resolution 5 – Re-appointment of auditor
The Company is required to appoint auditors at each
general meeting at which accounts are laid before
shareholders, to hold office until the next such
meeting. The Audit Committee has reviewed the
effectiveness, performance, independence and
objectivity of the existing external auditor, PKF
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88
Littlejohn LLP, on behalf of the Board, and concluded
that the external auditor was in all respects
effective.
This
resolution
proposes
the
re-
appointment of PKF Littlejohn LLP until the
conclusion of the next AGM .
Resolution 6 – Authority to agree auditor’s
remuneration
This resolution seeks authority for the Audit
Committee to determine the level of the auditor’s
remuneration.
Resolution 7 – Authority to allot shares
This resolution seeks shareholder approval to grant
the Directors the authority to allot shares in the
Company, or to grant rights to subscribe for or
convert any securities into shares in the Company
(“ Rights” ), pursuant to section 551 of the Act (the
“ Section 551 authority” ). The authority contained in
the resolution will be limited to an aggregate
nominal amount of £11,075, being approximately 50
per cent. of the Company’s issued ordinary share
capital as at 27 M arch 2025 (being the last business
day prior to the publication of this notice). The
Company does not hold any shares in treasury. If
approved, the Section 551 authority shall, unless
renewed, revoked or varied by the Company, expire
at the end of the Company’s next AGM after the
resolution is passed or, if earlier, at the close of
business on 23 July 2026. The exception to this is
that the Directors may allot shares or grant rights
after the authority has expired in connection with an
offer or agreement made or entered into before the
authority expired.
Resolution 8 – Disapplication of pre-emption rights
This resolution seeks shareholder approval to grant
the Directors the power to allot equity securities (as
defined by section 560 of the Act) or sell treasury
shares of the Company pursuant to sections 570 and
573 of the Act (the “Section 570 and 573 power”)
without first offering them to existing shareholders
in proportion to their existing shareholdings. The
power is limited to allotments for cash in connection
with
pre-emptive
offers,
subject
to
any
arrangements
that
the
Directors
consider
appropriate to deal with fractions and overseas
requirements, and otherwise pursuant to non pre-
emptive offers for cash up to a maximum nominal
value of £11,075, representing approximately 50%
of the Company’s issued ordinary share capital as at
27 M arch 2025 (being the last business day prior to
the publication of this notice). If approved, the
Section 570 and 573 power shall apply until the end
of the Company’s next AGM after the resolutions are
passed or, if earlier, until the close of business on 23
July 2026. The exception to this is that the Directors
may allot equity securities after the power has
expired in connection with an offer or agreement
made or entered into before the power expired.
Resolution 9 – Notice period for general meetings
other than AGM s
This resolution seeks shareholder approval to allow
the Company to continue to call general meetings
(other than AGM s) on 14 clear days’ notice. In
accordance with the Act, as amended by the
Companies (Shareholders’ Rights) Regulations 2009,
the notice period required for general meetings of
the Company is 21 clear days unless shareholders
approve a shorter notice period (subject to a
minimum period of 14 clear days). In accordance
with the Act, the Company must make a means of
electronic voting available to all shareholders for
that meeting in order to be able to call a general
meeting on less than 21 clear days’ notice. The
Company intends to only use the shorter notice
period where this flexibility is merited by the
purpose of the meeting and is considered to be in
the interests of shareholders generally, and not as a
matter of routine. AGM s will continue to be held on
at least 21 clear days’ notice. The approval will be
effective until the Company’s next AGM, when it is
intended that a similar resolution will be proposed.
Explanatory notes as to the proxy, voting and
attendance procedures at the Annual General
M eeting (“AGM ”)
The following notes explain your general rights as a
shareholder and your right to attend and vote at this
meeting or to appoint someone else to vote on your
behalf.
1.
To be entitled to attend and vote at the General
M eeting
(and
for
the
purpose
of
the
determination by the Company of the number of
votes they may cast), shareholders must be
registered in the Register of M embers of the
Company at close of trading on 21 April 2025.
Changes to the Register of M embers after the
relevant deadline shall be disregarded in
determining the rights of any person to attend
and vote at the General M eeting.
2.
Shareholders, or their proxies, intending to
attend the General M eeting in person are
requested, if possible, to arrive at the General
M eeting venue at least 20 minutes prior to the
commencement of the General M eeting at
11.00 a.m. (UK time) on 23 April 2025 so that
their shareholding may be checked against the
Company’s
Register
of
M embers
and
attendances recorded.
3.
Shareholders are entitled to appoint another
person as a proxy to exercise all or part of their
rights to attend and to speak and vote on their
behalf at the General M eeting. A shareholder
may appoint more than one proxy in relation to
the General M eeting provided that each proxy is
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89
appointed to exercise the rights attached to a
different ordinary share or ordinary shares held
by that shareholder. A proxy need not be a
shareholder of the Company.
4.
In the case of joint holders, where more than
one of the joint holders purports to appoint a
proxy, only the appointment submitted by the
most senior holder will be accepted. Seniority is
determined by the order in which the names of
the joint holders appear in the Company’s
Register of M embers in respect of the joint
holding (the first named being the most senior).
5.
A vote withheld is not a vote in law, which means
that the vote will not be counted in the
calculation of votes for or against the resolution.
If no voting indication is given, your proxy will
vote or abstain from voting at his or her
discretion. Your proxy will vote (or abstain from
voting) as he or she thinks fit in relation to any
other matter which is put before the General
M eeting.
6.
You can vote either:
(i)
by
logging
on
to
www.investorcentre.co.uk/ eproxy
and
following the instructions;
(ii)
you may request a hard copy form of proxy
directly
from
the
registrars,
Computershare Investor Services PLC, on
0870 702 0000. Calls are charged at the
standard geographical rate and will vary by
provider. Calls outside the United Kingdom
will
be
charged
at
the
applicable
international rate. Lines are open between
08:30 – 17:30, Monday to Friday excluding
public holidays in England and Wales; or
(iii)
in the case of CREST members, by utilising
the CREST electronic proxy appointment
service in accordance with the procedures
set out below.
7.
If you return more than one proxy appointment,
either by paper or electronic communication,
the appointment received last by the Registrar
before the latest time for the receipt of proxies
will take precedence. You are advised to read
the terms and conditions of use carefully.
Electronic communication facilities are open to
all shareholders and those who use them will not
be disadvantaged.
8.
The return of a completed form of proxy,
electronic filing or any CREST Proxy Instruction
(as described in note 11 below) will not prevent
a shareholder from attending the General
M eeting and voting in person if he/ she wishes to
do so.
9.
CREST members who wish to appoint a proxy or
proxies through the CREST electronic proxy
appointment service may do so for the General
M eeting (and any adjournment of the General
M eeting) by using the procedures described in
the
CREST
M anual
(available
from
www.euroclear.com) CREST Personal M embers
or other CREST sponsored members, and those
CREST members who have appointed a service
provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to
take the appropriate action on their behalf.
10. In order for a proxy appointment or instruction
made by means of CREST to be valid, the
appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated in
accordance with Euroclear UK & International
Limited’s specifications and must contain the
information required for such instructions, as
described in the CREST M anual. The message
must be transmitted so as to be received by the
issuer’s agent Computershare Investor Services
PLC (CREST ID: 3RA50) by 11.00 a.m. on 21 April
2025. For this purpose, the time of receipt will
be taken to mean the time (as determined by the
timestamp applied to the message by the CREST
application host) from which the issuer’s agent
is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After
this time, any change of instructions to proxies
appointed
through
CREST
should
be
communicated to the appointee through other
means.
11. CREST members and, where applicable, their
CREST sponsors or voting service providers
should note that Euroclear UK International
Limited does not make available special
procedures in CREST for any particular message.
Normal system timings and limitations will,
therefore, apply in relation to the input of CREST
Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the
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90
CREST member is a CREST personal member, or
sponsored member, or has appointed a voting
service provider(s), to procure that his CREST
sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that
a message is transmitted by means of the CREST
system
by
any
particular
time.
In
this
connection,
CREST
members
and,
where
applicable, their CREST sponsors or voting
system providers are referred, in particular, to
those sections of the CREST M anual concerning
practical limitations of the CREST system and
timings. The Company may treat as invalid a
CREST Proxy Instruction in the circumstances set
out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001 (as adopted in the
United Kingdom and amended by the European
Union (Withdrawal) Act 2018).
12. Unless otherwise indicated on the Form of
Proxy, CREST voting or any other electronic
voting channel instruction, the proxy will vote as
they think fit or, at their discretion, withhold
from voting.
13. Any corporation which is a shareholder can
appoint one or more corporate representatives
who may exercise on its behalf all of its powers
as a shareholder provided that no more than
one corporate representative exercises powers
in relation to the same shares.
14. As at 27 M arch 2025 (being the latest practicable
business day prior to the publication of this
Notice), the Company’s ordinary issued share
capital consists of 2,215,169,594 ordinary
shares, carrying one vote each. Therefore, the
total voting rights in the Company as at 27
M arch 2025 are 2,215,169,594.
15. Any shareholder attending the General M eeting
has the right to ask questions. The Company
must cause to be answered any such question
relating to the business being dealt with at the
General M eeting but no such answer need be
given if: (a) to do so would interfere unduly with
the preparation for the General M eeting or
involve
the
disclosure
of
confidential
information; (b) the answer has already been
given on a website in the form of an answer to a
question; or (c) it is undesirable in the interests
of the Company or the good order of the General
M eeting that the question be answered.
16. You may not use any electronic address (within
the meaning of Section 333(4) of the Companies
Act 2006) provided in either this Notice or any
related documents (including the form of proxy)
to communicate with the Company for any
purposes other than those expressly stated.
17. A copy of this Notice, and other information
required by Section 311A of the Companies Act
2006, can be found on the Company’s website at
www.ecrminerals.com.
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