AIM Rule 26

The information in this section is disclosed in accordance with AIM Rule 26 and was last updated on 14 March 2025, unless otherwise stated.

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Business Description

ECR Minerals plc (the “Company”) is a mineral exploration and development company incorporated in England & Wales and listed on AIM (symbol ECR). Exploration for gold in Australia is ECR’s current and primary focus. The Company places considerable importance on investor relations and keeping its shareholders updated and the Company’s regulatory announcements provide all news on the latest developments and news.

Victoria

ECR’s wholly owned Australian subsidiary Mercator Gold Australia Pty Ltd (“MGA”) has 100% ownership of the Creswick, Bailieston and Tambo gold exploration projects in Victoria, Australia.

ECR also holds a 100% interest in three project areas in Queensland, Australia – Lolworth, Blue Mountain and Kondaparinga. The Queensland tenements are all operated by the Company’s wholly owned subsidiary, LUX Exploration Pty Ltd. (“LUX”)

Corporate Governance

Since September 2018, all AIM-listed companies have been required to apply a recognised corporate governance code. The Company has chosen to adhere to the Quoted Companies Alliance (QCA) Corporate Governance Code and its latest corporate governance statement is available here.

The information on this page was last updated on 31 March 2024.

Directors

Link to to Directors & Management page

Responsibilities of Board of Directors

Role of the Board

The principal role of the board of directors of the Company (the “Board” or the “Directors”) is to set the Company’s long-term strategy and direction, and to monitor the implementation thereof. The Board meets a minimum of eight times each year and holds additional meetings when necessary. The Board receives reports for consideration on all strategic and operational matters of significance.

The Board delegates certain of its responsibilities to the Audit and Remuneration Committees, which operate within defined terms of reference.

The Board comprises a chairman and two non-executive directors. The Board considers this to be a suitable size and structure in view of the Group’s present activities and in view of the Company’s listing on AIM.

ECR is committed to high standards of corporate governance and the Board complies with those guidelines of the Quoted Companies Alliance as are commensurate with the size of the Company, the nature of its activities and its stage of development.

The Board as a whole reviews actual and potential conflicts of interest of any of its members and the steps taken to mitigate the effects thereof.

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 Audit Committee comprises the two non-executive directors. It meets when appropriate to assist the Board in meeting its responsibilities for external financial reporting and internal controls. It reviews the scope and results of the audit as well as the cost effectiveness, independence and objectivity of the auditors.

The Remuneration Committee comprises the two non-executive directors and meets when appropriate to review and make recommendations on the remuneration arrangements including bonuses and options for the Company’s executive directors and senior staff, ensuring that it reflects their performance and that of the Group. The remuneration and terms of appointment of non-executive directors are set by the Board as a whole.

Financial Reporting

The Directors are responsible for preparing the Company’s financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. The Directors have elected to prepare the most recent Group and Company financial statements in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union and, as regards the 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 the financial statements give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss for that period. In preparing the 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 prudentPrior approval of all capital expenditure;
state whether applicable IFRSs as adopted by the European Union have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to disclose with reasonable accuracy the financial position of the Company and the Group and enable the Directors to ensure that the financial statements comply with the Companies Act 2006. The Directors 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.

The Directors are responsible for the preparation of a half-yearly financial report under AIM Rule 18. Accordingly, the Company and the Group’s most recent condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting as adopted by the European Union and implemented in the UK. The condensed interim financial statements do not include all of the information required for annual financial statements, and should be read in conjunction with the annual financial statements.