Completion of Acquisition of Paleogold Limited

ECR Minerals PLC

18 May 2026

 

The information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation.

18 May 2026

ECR MINERALS PLC

("ECR Minerals", "ECR" or the "Company")

Completion of acquisition of Paleogold Limited and Paleogold Transactions

ECR Minerals plc (AIM: ECR), the gold exploration and development company focused on Australia, is pleased to announce the completion of its acquisition of Paleogold Limited ("Paleogold") (the "Acquisition"), which also includes the completion of the Paleogold Transactions. 

Following completion of the Acquisition and its associated Paleogold Transactions, ECR has acquired interests in gold projects across Queensland, Western Australia and South Australia, including most significantly,  through the exercise of the Option to acquire, 50% of Lucky Strike Mining Ventures Pty Ltd ("Lucky Strike") which holds the hardrock Maddens Flat group of mines ("Maddens Flat Group of Mines") in North Queensland.  ECR also, through Paleogold, now owns 20% of Salt Bush Flat Mines Nominees Pty Ltd which owns the Salt Bush project in South Australia ("Salt Bush"). 

The Acquisition and associated Paleogold Transactions are fully funded with its consideration being satisfied via the issue of new ordinary shares of 0.001 pence each in the share capital of ECR ("ECR Shares" or "Ordinary Shares"), convertible loan notes, warrants and in the case of the initial cash consideration from ECR's existing cash resources, with its deferred consideration structured so that it matches the timing of the expected production at the Maddens Underground Mine.

HIGHLIGHTS

·    Completion of the Acquisition and simultaneous investments in Lucky Strike and Salt Bush, adds gold assets across Queensland, Western Australia and South Australia

·    Fully funded, staged transaction structure, designed to be aligned with future cashflow from planned production

·    Future share issues to Paleogold shareholders are contingent on ECR earning not less than A$5 million of revenues from the Paleogold Projects in year 1 and ECR earning not less than a cumulative A$10 million of revenues in year 2 from the Paleogold Projects

·    Work is already underway for targeted gold production later this year from 50% interest in Maddens Flat Group of Mines in North Queensland

·    Preparations in place to commence production at Salt Bush around the middle of 2027

·    Exploration upside at Tuckanarra, adjacent to Odyssey Gold Ltd's reported 407,000 ounce JORC gold resource

·    Paleogold operational team to join ECR, providing on-site capability and continuity to oversee development and production 

Over the past two weeks, Mike Parker, ECR's non-executive director, has conducted a site visit of Maddens, Salt Bush and Raglan, accompanied by the Paleogold team. Initial observations from the visit have reinforced the Board's confidence in the scale and quality of the acquired assets, particularly at Maddens where underground inspections confirmed both the high-grade nature of the mineralisation and the broader exploration potential across multiple underexplored structures. ECR will, in due course, announce further details of their findings and specifically plans for the advancement of all of the Paleogold Projects.

Overview of assets acquired

Maddens Flat Group of Mines - Queensland (50% interest)

The Maddens Flat Group of Mines comprises six Mining Lease sites in Northern Queensland, Australia where mining has previously occurred: The Maddens Underground Mine, The Brothers, The Sisters, Clyde Underground Mine, Taylors Mine and 'You-Can-Tell-Us'. In addition, there is a Mining Lease ("ML") covering the camp, processing plant, tailings dam, three freshwater dams, a workshop and storage shedding.  A rectangular shaped Exploration Permit (EPM 12375) of 50 km² encompasses the seven MLs and covers a largely unexplored district.

The high-grade quartz vein systems at the Maddens Underground Mine, which have historically produced at average grades of 25g/t Au and above, are characteristic of structurally controlled deposits where the potential for grade and continuity at depth and along strike remain open.  Following recent underground inspections by ECR's technical team, the Board believes the project demonstrates significant potential for both nearer-term production and district-scale exploration upside.

As part of the exercise of Paleogold's Option, ECR has invested A$1 million to extend the Maddens Underground Mine decline another 120m to open up the next level. Based on historical grades produced and on its discussions with Paleogold, the Board believes that the next level (20m of backs over a shoot length of 100m) has the potential to generate around 2,500 oz gold.  Operations are already in progress and it continues to be expected that production should commence with 3 - 6 months. 

To date there has been no systematic drilling programme across the tenement, and as such, the Board considers that there is future upside potential across the district.

Salt Bush Flat Gold Project - South Australia (20% interest)

Salt Bush in South Australia is located on a Mining Lease (ML 4572) which was granted pre-native title legislation. Development of this into a mine is intended to be by way of a shallow open cut to 20m depth using vat leach technology.  

Salt Bush has surface outcropping ore at over 6g/t Au with individual assays previously being recorded as high as 39g/t Au.  The ore body strike length is estimated to be in excess of 800 metres with the ore body enriched in an upper 20m zone.  There are multiple parallel mineralised veins which indicate the potential to expand the mineable area.

Based on the information provided by the co-owners, the Board believes that there is potential for over 10,000 oz gold that could be obtained by mining the estimated ore body to around 20m in depth. Recovery of the gold is proposed to be by way of a fine crush (<5mm) and then vat leaching with cyanide with an expected gold recovery of around 65% - 70%. 

Alongside its investment in 20% of Salt Bush, ECR is committing A$200,000 over six months to prepare the project for future gold production.  The funds will primarily be used to secure all the licensing required, plan out the camp and other facilities, including water supply and electricity, and prepare for vat leach production.  These operations will commence shortly, and the Board believes that a realistic commencement of gold production would be around the middle of 2027.

Tuckanarra - Western Australia (80% interest)

The Tuckanarra Project comprises an area of 4,030 hectares (9,958 acres) over exploration licences E20/1065 and E20/1109 which straddle the Great Northern Highway and lie immediately west and south of the historic gold mining centre of Tuckanarra.

Odyssey Gold Ltd has announced a total JORC resource of 407,000 oz Au in an area which is located less than 1.5km east from the boundary of E20/1065. These mafic and ultramafic units are believed to extend into the NNE of the Paleogold Tuckanarra Project's licence acreage and are prospective for gold hosted in the mafic/ultramafic rock sequence.

It is intended that geological mapping, deep ground penetrating radar investigations and detector reconnaissance will be utilised to explore this prospective zone.

Paleogold Transaction Terms

ECR has acquired the entire issued share capital of Paleogold via the issue to Paleogold shareholders of up to 621,000,000 new ECR Shares of which 207,000,000 ECR Shares are to be issued on completion of the Acquisition (the "Initial Paleogold Consideration Shares"), with the balance to be issued over two years contingent on certain revenue targets from gold production being achieved. 

These targets are:

(i)            ECR earning not less than A$5 million of revenues from Lucky Strike, the Salt Bush project and Tuckanarra (the "Paleogold Projects") on the first anniversary of the Acquisition; and

(ii)           ECR earning not less than A$10 million of cumulative revenues from the Paleogold Projects on the second anniversary of the Acquisition. 

Simultaneously with the completion of the Acquisition, ECR, via the exercise of Paleogold's Option, has acquired 50% of Lucky Strike, owner of the Maddens Flat Group of Mines and has invested A$1 million to extend the Maddens Underground Mine decline.

ECR will pay certain vendor shareholders A$2 million in cash with the payment being made six months following completion.  ECR will pay certain vendor shareholders A$140,000 on completion and has also issued an unsecured convertible loan note ("CLN") for A$3.86 million.  The principal value and interest of the CLN is convertible at 0.26 pence per ECR Share or otherwise repayable, including associated interest, 18 months following completion.  Should the CLN holders wish to convert, they are capped at a maximum conversion of A$1 million every 30 days.  The CLNs may be redeemed at any time by ECR and are interest-free for the first three months following completion.  Thereafter interest accumulates at the rate of 3% per annum, rising in a series of prescribed steps to a maximum of 12% per annum by the first anniversary of completion. ECR has undertaken to apply a minimum of 50% of EBITDA from its holding in Lucky Strike to repayment of the CLNs.  ECR has also issued 49,603,174 warrants over new ECR Shares exercisable at 0.35 pence to the holders of the CLN. 

ECR has also acquired 20% of Salt Bush through the issue of 20,000,000 new ECR Shares (the "Salt Bush Investment Shares") and has committed A$200,000 over six months on the Salt Bush project to prepare the project for gold production (the "Salt Bush Investment").

The structure of these transactions is designed to match future cash flow from expected production at the Paleogold Projects, especially from Lucky Strike.

ECR, through Paleogold, has also entered into separate shareholders' agreements with:

(1) North Queensland Mining Pty Ltd in respect of Lucky Strike; and

(2) the other Salt Bush shareholders.

Admission and Total Voting Rights

Application has been made for 227,000,000 new Ordinary Shares (being the Initial Paleogold Consideration Shares and the Salt Bush Investment Shares) to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective on or around 22 May 2026. The 227,000,000 new Ordinary Shares will rank pari passu with the existing Ordinary Shares. Upon Admission, ECR's issued ordinary share capital will comprise 3,543,751,795 Ordinary Shares. This number will represent the total voting rights in the Company, and, following Admission may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Share certificates will be posted to the Paleogold shareholders and relevant Salt Bush shareholders, all of whom are resident in Australia.

Review of Announcement by Qualified Person

This announcement has been reviewed by Michael Parker, Non-Executive Director of ECR Minerals Plc. Michael Parker has a BSc. In Mining Geology and is a professional geologist and is a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM). He is a qualified person as that term is defined by the AIM Note for Mining, Oil and Gas Companies.

ECR Chairman Nick Tulloch commented: "In what was already expected to be a pivotal year for ECR, with our Raglan and Blue Mountain alluvial gold projects, the acquisition of Paleogold is truly transformational for the Company.

"With our new interests in Maddens and Salt Bush, ECR now has exposure to multiple nearer-term production, development and exploration assets across Australia, creating what we believe is a very deliverable growth platform.

"What is especially compelling is that these are not purely conceptual exploration assets. Underground development is already underway at Maddens, operational activity continues at Raglan, Blue Mountain is advancing towards production and preparations are beginning at Salt Bush.

"We believe ECR is now transitioning into a genuine multi-asset Australian gold company with multiple pathways to production, cash flow and exploration upside."

ECR Non-Executive Director Mike Parker added: "Having now spent time underground at Maddens and visited Salt Bush alongside the Paleogold operating team, I have come away even more excited about the quality and scale of the opportunities that ECR has acquired.

"At Maddens in particular, what we have seen first hand has been exceptionally encouraging. The combination of high-grade historical production, existing infrastructure, experienced operators and extensive underexplored strike potential creates what I believe is a very significant opportunity for ECR.

"The geology is highly compelling and it is increasingly clear to me that the historical mining completed to date is a smaller part of a broader system. The structures we inspected underground remain open and we believe there is considerable potential for both extensions of known mineralisation and the discovery of additional Madden-style deposits across the district.

"What is especially exciting is that this is not simply an exploration concept. Underground development is already advancing, the processing infrastructure is in place and there is a clear pathway towards production. Combined with the progress being made at Raglan and Blue Mountain, I believe ECR is entering a very exciting new phase as a multi-asset Australian gold company with strong operational momentum."

Defined terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Company's announcement of 20 April 2026.

FOR FURTHER INFORMATION, PLEASE CONTACT:

ECR Minerals Plc			Tel: [phone]
Nick Tulloch, Chairman Andrew Scott, Director			[e-mail]
Website: www.ecrminerals.com
Allenby Capital Limited			Tel: [phone]
Nominated Adviser and Joint Broker Alex Brearley / Nick Naylor / Vivek Bhardwaj (Corporate Finance) Kelly Gardiner (Sales and Corporate Broking)			[e-mail]
OAK Securities Joint Broker Jerry Keen / Robert Bell			Tel: [phone]
Axis Capital Markets Limited			Tel: [phone]
Joint Broker
Lewis Jones
SI Capital Ltd			Tel: [phone]
Joint Broker
Nick Emerson
Brand Communications		Tel: [phone]
Public & Investor Relations
Alan Green

ABOUT ECR MINERALS PLC

ECR Minerals is a mineral exploration and development company operating through four wholly owned Australian subsidiaries ECR Minerals (Australia) Pty Ltd ("ECR Australia"), ECR Minerals (Queensland) Pty Ltd ("ECR Queensland"), ECR Minerals (Raglan) Pty Ltd ("ECR Raglan") and Paleogold Ltd ("Paleogold").

Paleogold has a 50% interest in the Maddens hard rock mining project in Northern Queensland where work is underway for production later this year.  It also has a 20% interest in the Salt Bush shallow open cut mining project in South Australia where preparations are underway for production which is expected to commence around mid-2027.  Paleogold also owns 80% of the Tuckanarra exploration project in Western Australia.

ECR Australia owns the Bailieston and Creswick gold projects in central Victoria, Australia as well as the Tambo gold project in eastern Victoria.

ECR Raglan has a mining lease at the Raglan alluvial gold project in central Queensland, Australia and ECR Queensland has two approved exploration permits over the nearby Blue Mountain alluvial gold project.  The Raglan project is in an initial production phase and ECR is currently working to bring the Blue Mountain alluvial gold project into production.  ECR Queensland also has three approved exploration permits covering 946 km² over a relatively unexplored area in Lolworth Range in northern Queensland. Furthermore, it has also submitted a licence application at Kondaparinga which is approximately 120km² in area and located within the Hodgkinson Gold Province, 80km NW of Mareeba, North Queensland.

Following the sale of the Avoca, Moormbool and Timor gold projects in Victoria, Australia to Fosterville South Exploration Ltd (TSX-V: FSX) and the subsequent spin-out of the Avoca and Timor projects to Leviathan Gold Ltd (TSX-V: LVX), ECR Australia has the right to receive up to A$2 million in payments subject to future resource estimation or production from these projects. 

ECR Australia also has approximately A$77 million of unutilised tax losses incurred during previous operations.

GLOSSARY
Au:	Gold
g:	Grammes (Metric)
g/t:	Grammes per tonne
JORC:	The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code), is an internationally recognised professional code of practice which sets minimum standards for the public reporting of exploration results, mineral resources and ore reserves
km:	Kilometres (Metric)
km²:	Kilometre squared (Metric)
M:	Metres (Metric)
oz:	Troy ounce (31.1035 grams)

 

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