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Acquisition to secure nearer-term gold production and scalable cashflow

Fully funded, staged transaction structure designed to align with expected future production

Established on-site operational team to oversee development and production

ECR Minerals plc (AIM: ECR), the gold exploration and development company focused on Australia, is pleased to announce that it has agreed to acquire Paleogold Limited (“Paleogold”) (the “Acquisition”).

Via the Acqusition and its associated transactions, through Paleogold, ECR will have interests in gold projects across Queensland, Western Australia and South Australia, including most significantly, through the exercise of the Option (as defined below) 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.  As part of the exercise of the Option, ECR will commit to spend A$1,000,000 on the Maddens Flat Group of Mines to advance gold production.  

ECR will also, through Paleogold, acquire 20% of Salt Bush Flat Mines Nominees Pty Ltd which owns the Salt Bush project in South Australia and, as part of that investment, is undertaking to spend A$200,000 on the Salt Bush project to prepare the project for gold production (with the Acquisition, the exercise of the Option and the Salt Bush project being the “Paleogold Transactions”).

The consideration for the Paleogold Transactions will be satisfied via the issue of new ordinary shares of 0.001 pence each in ECR (“ECR Shares”), convertible loan notes, warrants and in the case of the initial cash consideration from ECR’s existing cash resources.

HIGHLIGHTS

• Proposed Acquisition of Paleogold and exercise of Lucky Strike Option and Salt Bush Investment, will add gold assets across Queensland, Western Australia and South Australia
• Fully funded, staged transaction structure, designed to be aligned with future cashflow from planned production
• Entire issued share capital of Paleogold to be exchanged for a total of up to 621,000,000 new ECR Shares, with aggregate of 207,000,000 new ECR Shares issued on completion
• A further 207,000,000 new ECR Shares to be issued subject to ECR earning not less than A$5 million of revenues from Lucky Strike, the Salt Bush project and Tuckanarra (the “Paleogold Projects”)
• A final tranche of 207,000,000 new ECR Shares will be issued on the second anniversary of the Acquisition subject to ECR earning not less than A$10 million of cumulative revenues from the Paleogold Projects
• Acquisition structured to enable ECR Australia’s existing tax losses to be applied against any future profits generated from the Paleogold Projects.
• Targeting gold production later this year from 50% interest in Maddens Flat Group of Mines in North Queensland, which includes an established processing plant, infrastructure and camp at Maddens Flat Camp
• Historical high-grade production from Maddens Underground Mine including ~14 g/t Au averages and additional zones of 6–7 oz/tonne
• 50km² Exploration Licence covering the Maddens Flat Group of Mines is largely unexplored by modern methods but contains six known mine workings across the tenement
• High-grade quartz vein systems at the Maddens Underground Mine that have historically produced at 25g/t and above and are characteristic of the type where continuity at depth and along strike is expected but as yet untested
• Additional production pathway from Salt Bush project (South Australia), targeted for 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
• Completion of the Paleogold Transactions will transform ECR into a multi-asset gold company with a portfolio of 10 projects across four Australian states
• Transaction will deliver ECR’s first asset that has a historic JORC inferred resource (under the JORC Code 1996 Edition)*
• Will transform ECR into a gold exploration and development company across four Australian states, adding further nearer-term production and cashflow opportunities

Paleogold Transaction Background

ECR has agreed to acquire the entire issued share capital of Paleogold by 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, with the balance to be issued over two years contingent on certain revenue targets from gold production being hit.

Simultaneously with the completion of the Acquisition, ECR, via Paleogold, will exercise Paleogold’s option to acquire 50% of Lucky Strike Mining Ventures Pty Ltd (“Lucky Strike”), owner of the Maddens Flat Group of Mines (the “Option”).  Pursuant to exercising the Option, ECR will pay certain vendor shareholders A$2 million in cash with the payment being made six months following completion.  ECR will pay certain Lucky Strike vendors A$140,000 on completion and issue an unsecured convertible loan note (“CLN”) for A$3.86 million.  The CLN is convertible at 0.26 pence per ECR Share or otherwise repayable, including associated interest, 18 months following completion.  ECR will also issue 49,603,174 warrants over new ECR Shares exercisable at 0.35 pence to the holders of the CLN.  As part of the exercise of the Option, ECR is investing A$1 million in the Maddens Underground Mine aimed at accelerating the process for gold production.

Paleogold also held an option to acquire an interest in Salt Bush Flat Mines Nominees Pty Ltd (“Salt Bush”) which owns the Salt Bush project in South Australia.  This has been restructured as part of the Paleogold Transactions and ECR is acquiring 20% of Salt Bush through the issue of 20,000,000 new ECR Shares and is undertaking to spend A$200,000 over six months on the Salt Bush project to prepare the project for gold production (the “Salt Bush Investment”).

The Board considers that the completion of the Paleogold Transactions will represent a major strategic step-change, positioning ECR as a multi-asset gold company with initial production from its existing Raglan project, nearer-term cashflow from Lucky Strike and a significantly expanded exploration pipeline across Australia, spanning Queensland, Western Australia, South Australia and Victoria.

Maddens Flat Group of Mines

The Maddens Flat Group of Mines are located in Northern Queensland, Australia.  The camp and mine are set on the banks of the West Normanby River, 90km by road south of Cooktown and 200km north of Mareeba. Access by road from Cairns is via the sealed Peninsula Development Road to within 24 km and then on graded roads.  The site also includes access for helicopters through which journey times are 30 minutes to Port Douglas and 45 minutes from Cairns.

The Maddens Flat Group of Mines comprises six Mining Lease sites 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.

Near-mine exploration – the opportunity from the Acquisition for ECR

The Board considers that near-mine exploration across the Maddens Flat tenements represents a highly significant value creation opportunity for ECR and will be a primary focus alongside production development.

The 50km² EPM 12375, which encompasses the seven MLs, covers a largely unexplored district but one which contains six known mine workings, of which only the Maddens Underground Mine and The Brothers Underground Mine have been partially developed. In 1999 a historic JORC inferred resource of a total of 6,322oz* (gross to projects) was prepared (under the 1996 edition of the JORC Code), which is described in further detail below, which was derived entirely from visible unstoped blocks within existing development headings. 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.

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 below the area covered by the JORC inferred resource* at the Maddens Underground Mine. Together with North Queensland Mining Pty as its partner for the Maddens Flat Group of Mines, ECR intends to conduct systematic near-mine drilling and geological investigation targeting depth extensions below existing workings and along-strike continuity across the undeveloped tenements.

The potential impact of a successful near-mine drilling programme could be significant. In high-grade narrow vein systems of this type, the Board believes that a single significant intercept below existing mine workings has the potential to materially expand the asset base and that this could be achieved via a portion of the expected cashflow to be generated from ECR’s production plans. The Board views the exploration potential of the Maddens Flat district as a fundamental part of the investment case and intends to allocate capital accordingly once initial production cashflow has been established.

In conclusion, the Board believes that the material cashflows that the Maddens Underground Mine could generate from the nearer-term production can be re-invested in a project that has the potential to be of greater scale.

History of the Maddens Flat Group of Mines

The Maddens Flat area was opened up in the early 1980s. Tin was the target metal at the time. The project was close to commencing production when during 1985 the tin price collapsed, and the project was abandoned. Good potential for tin and alluvial gold mining still exists in this area.

The owners at that time then proceeded to study the gold prospects in the area, mainly the Prospector Mine now known as Maddens Undergrond Mine and also The Brothers Underground Mine that had ceased work in 1910.  The present mill and camps were built and the main adit at the Maddens Underground Mine was put in and hit the reef at 130 feet below the surface. The reef above the adit was stoped out and crushed for a recovered average of 14 g/t Au. Ownership changed in 1989 and then again in 1991 during which the floor of the original crosscut was mined for gold to finance the start of the decline (the downwards tunnel to access the ore body).  This was started back about 50 metres from the main reef and exposed an enriched zone of approximately 30 vertical metres. On continuing the decline around the end of the main stope, a new high grade reef was found and the ore crushed averaged 6-7 oz/tonne. Extensive development work and stoping followed through to 1994. During that period the owners also completed a small decline into the Sisters Mine and drove along the main reef for approximately 25 metres. A drive was also put into the You-Can-Tell-Us Mine and a reef exposed.

At the end of 1993 a new decline was started at The Brothers Mine. It was found that the reef had pinched out in 1910, and that had been why the mine had closed. After only a few feet of sinking, the reef had regained its former size.

A historic JORC (1996 Edition) inferred resource estimate* was prepared in relation to the Maddens Underground Mine, The Brothers Underground Mine and the You-Can-Tell-Us Underground Mine in 1999 by GR Ryan & Associates.  It was based partly on known unstoped blocks above and below existing development levels (rather than drilling).  A global gold recovery of 85% was applied to the resource (gravity only) which confirmed high grade stopes and probable increase in tonnes.  It was inferred that a total of 6,322oz* of gold (gross) was present in future minable production at the Maddens Underground Mine, The Brothers Underground Mine and the You-Can-Tell-Us Underground Mine, which would have a total value of nearly A$38 million Au at A$6,000 per oz.  Since the JORC inferred resource estimate* was published in 1999, the operator has reported mining approximately 1,000 tonnes of ore at a grade of 26 g/t Au in total from the Maddens Underground Mine’s unstoped blocks above the 450m level.

Inferred Resource tabulation for the Maddens Underground Mine, The Brothers Underground Mine and the You-Can-Tell-Us Underground Mine (GR Ryan & Associates, 1999)

* The historic inferred resource data in this announcement was prepared in 1999 using the 1996 edition of the JORC Code which was applicable at that time and has not been updated to the standards set forth in the most recent 2012 edition of the JORC Code.  Accordingly, the historic inferred resource data in this announcement will not therefore be comparable to the standards set forth in the most recent 2012 edition of the JORC Code and therefore has not been prepared in accordance with the most current version of a Standard as set out in the AIM Rules – Note for Mining and Oil and Gas Companies.

Notes:

• Source: Report by GR Ryan of GR Ryan & Associates (1999).
• The Inferred Resource estimates are reported in accordance with the JORC Code (1996 Edition)*
• Current Estimates are illustrative, to reflect a reduction of 1,000 tonnes of ore from the Maddens Underground Mine (on a gross to projects basis), given that the operator has reported mining approximately 1,000 tonnes of ore in total from the Maddens Underground Mine since the JORC inferred resource estimate* was published in 1999
• “Gross” are 100% of the Inferred Resource attributable to the stated projects whilst “Net Attributable” represents the 50% interest attributable to ECR upon exercise of the Option
• The operator of the Maddens Underground Mine, the Brothers Underground Mine and the You-Can-Tell-Us Underground Mine is North Queensland Mining Pty Ltd

Lucky Strike acquired the Maddens Flat Group of Mines some 15 years ago but, shortly after, its parent company entered into financial difficulties and funding for the development ceased. In 2016 North Queensland Mining Pty Ltd (“NQM”) acquired 50% of Lucky Strike and subsequently evaluated, recapitalised and refurbished many areas of the project. The Board is of the opinion that only a small amount of the overall Maddens Flat Group of Mines’ potential has been achieved and there is potential for enrichment zones to exist in most of the known mines and prospects, as regional geology suggests.

Although mining has taken place historically, the Maddens Flat Group of Mines have not generated turnover in recent years, due to activity at the mine site being focused on upgrading facilities in preparation for an expansion of operations rather than gold production.

Next steps at Maddens Underground Mine

ECR is to invest A$1 million in the Maddens Underground Mine as part of the exercise of the Option.  It is planned for these funds to be used 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 to commence shortly after exercise of the Option and it is expected that it will take some 3 – 6 months for production to commence.

The Maddens Underground Mine project exhibits a number of structurally complex high grade quartz veins 0.2m to 4m wide.  There are expected to be multiple zones with significant tonnage and grade available.  Past reported production exceeds 5,560oz gold averaging 25.0g/t Au.  Furthermore, additional un-mined opportunities are believed to exist beyond the current workings in the other five mines.  There is also potential for an alluvial project.

The Brothers Mine

A second mine within the Maddens Flat Group of Mines, The Brothers Mine, is planned to be opened up following production commencing at the Maddens Underground Mine. A decline was previously excavated exposing the face where the high grade ore indicated in the above historic JORC inferred resource* was found. However, mining was not continued at that time as the focus remained on the larger Maddens Underground Mine. Since that time the decline has been flooded and will require de-watering and rehabilitation before ore can be accessed. While the tonnage generated at The Brothers is expected to be smaller than at the Maddens Underground Mine, the projected gold grades would be greater, if they are in line with the historic JORC inferred resource* at 38g/t gold.

By way of illustration, based on information from the operators of the Maddens Flat Group of Mines the Board believes that a single 20m stope per year in The Brothers mine has the potential to  generate around 1,780 tonnes of mineable ore for a minimum three years.  The ore body is a laminated quartz reef varying in width between 0.5m – 1.5m.  Previous mining and recent test work have indicated gold grades in excess of 25g/t.  Geological investigations have indicated a second reef within the decline which has the potential to significantly expand the opportunity.  Mined ore would be trucked to the Maddens Underground Mine for processing as there is no onsite processing at The Brothers.

Plant infrastructure

This comprises a run of mine pad, a feed bin, integrated crushing circuit, mill and gravity circuit which has received a recent upgrade including the inclusion of Knelson concentrators, a wet high pressure rolls crusher, pumps and a fine micron screen. Current estimated capacity is 15,000 tonnes per annum, with the ability to scale up to around double that, if required.  There is a sampling circuit including a crusher and gemini table for instantaneous sampling, testing and concentrate clean up as well as an on-site smelting capacity.

The site includes an equipped workshop with spare parts inventory for routine maintenance and fabrication, together with accommodation and support facilities (common area, mess, office, multiple sheds, five en-suite bedrooms and laundry).

Salt Bush Flat Gold Project

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.

Percussion drilling 20m to the east of the decline has shown that the ore body extends from the surface to 13m at a grade of 7g/t.  A second inclined percussion drill hole approximately 10m further east designed to test the Salt Bush mineralisation showed an intersection at 6.8g/t from 13m – 18m.  As a result, based on the information provided by the owners, the Board believes that there is potential for over 10,000oz 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%.  Based on the information provided by the owners, it is estimated that the project would have a projected break-even gold price of AU$3,110 which is around half the current gold price.

Pursuant to its investment in 20% of Salt Bush, ECR is undertaking to spend A$200,000 on the Salt Bush project 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 following the completion of the Salt Bush Investment and the Board believes that a realistic commencement of gold production would be around the middle of 2027.

Tuckanarra

Paleogold owns an 80% interest in the Tuckanarra Project, an area of 4,030 hectares (9,958 acres), which lies 30km NNE of the town of Cue in the Murchison Goldfield. The Tuckanarra Project comprises 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.

The known mineralised zones in the Tuckanarra goldfield are associated with a zone comprising a series of mafic and inter-banded mafic, ultramafic and banded iron formations, with a variable component of minor shales. 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.

The previous tenement holders undertook a review of exploration on neighbouring tenements which highlighted the potential for gold in paleo-drainages. The main drainage system that drains the Tuckanarra goldfield, which includes Odyssey Gold Ltd’s resource, passes onto E20/1065.

Historical drilling by Agricola intersected a possible paleochannel just 1.8 km to the east of the Paleogold Tuckanarra Project’s boundary where an intersection in drill hole assayed 4.31g/t over 3m from 45m which included 1m @ 8.13g/t.  Paleogold’s radar survey on its own licence area detected the channel at shallower depth.  Paleogold’s licence area also includes unrecorded old mine shafts, one from which a line of over 100+ gold nuggets were found in 2024.  There is a large area of land immediately south of the Tuckanarra Project that has yielded large quantities of nuggets which appear to be shedding from the banded ironstone/quartz zones, potentially within Paleogold’s acreage.

An analysis of aerial magnetics utilising the maghemite footprint (which is inferred to be within ancient paleochannels) over the NE zone of Paleogold’s exploration licences has highlighted four zones with high potential for the occurrence of paleochannel hosted gold. These zones extend for more than 700m each, and if gold bearing, could represent a previously undetected and significant upside.

Drainage from the mafic rock zone in the SE of Paleogold’s exploration licences also presents a prospective zone for the occurrence of paleochannel hosted gold. This zone is thought to be characterised by narrow quartz stockwork zones which contain course gold, and drainage from these areas has potentially concentrated gold in buried alluvial deposits. Limited drilling in the general area by Paleogold using an auger drilling rig showed that gold occurred throughout the alluvial/colluvial profile down to 8m highlighting the potential for gold concentration zones within the paleo-drainage system in this area. To investigate these ancient paleo-drainage systems, it is intended to utilise deep ground penetrating radar which will highlight the channels and provide focus for drilling and excavation of test pits.

Transaction Overview

ECR, via its wholly owned subsidiary ECR Minerals (Australia) Pty Limited, will acquire the entire issued share capital of Paleogold through the issue of up to 621,000,000 new ECR Shares to Paleogold shareholders.  An aggregate of 207,000,000 new ECR Shares will be issued on completion of the Acquisition. A further tranche of 207,000,000 new ECR Shares will be issued on the first anniversary of the Acquisition subject to ECR earning not less than A$5 million of revenues from Lucky Strike, the Salt Bush project and Tuckanarra (the “Paleogold Projects”).  A final tranche of 207,000,000 new ECR Shares will be issued on the second anniversary of the Acquisition subject to ECR earning not less than A$10 million of cumulative revenues from the Paleogold Projects.

Simultaneously with the completion of the Acquisition, ECR, via Paleogold, will exercise Paleogold’s Option to acquire 50% of Lucky Strike Mining Ventures Pty Ltd (“Lucky Strike”), the owner of the Maddens Flat Group of Mines.  Pursuant to exercising the Option, ECR will pay certain vendor shareholders A$2 million in cash with this payment being made six months following completion (the “Deferred Consideration”).  ECR will pay certain vendor shareholders A$140,000 in cash on completion and issue an unsecured convertible loan note (“CLN”) for a principal value of A$3.86 million.  The principal value and interest of the CLN is convertible at 0.26 pence per ECR Share or otherwise repayable 18 months following completion.  As part of the exercise of the Option, ECR is investing A$1 million in the Maddens Underground Mine aimed at accelerating the pathway to gold production.

The vendors of the 50% interest in Lucky Strike that ECR is acquiring via Paleogold comprise two groups of private investors, with each group holding their respective shares through four associated persons or entities.  The vendors will have no ongoing involvement in Lucky Strike or the Maddens Flat Group of Mines following completion.

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.  Should the CLN holders wish to convert, they are capped at a maximum conversion of A$1 million every 30 days.

The structure of the Deferred Consideration and the CLN are designed to match future cash flow from expected production at the Paleogold Projects, especially from Lucky Strike.

Also simultaneously with the Acquisition, ECR is acquiring 20% of Salt Bush through the issue of 20,000,000 ECR Shares and is undertaking to spend A$200,000 on the Salt Bush project over time to prepare the project for gold production.

The Paleogold Transactions can be summarised as follows:

• Acquisition of Paleogold for the issue of up to 621,000,000 new ECR Shares (up to c. A$3 million at an issue price of 0.26 pence)
• Acquisition of 50% of Lucky Strike for A$6 million, comprising (i) A$140,000 payable on completion, (ii) the issue of A$3.86 million of CLNs and (iii) A$2 million of cash payments payable six months following completion
• Issue of 49,603,174 warrants over new ECR Shares exercisable at 0.35 pence to the holders of the CLN, valued at A$0.3 million at the exercise price
• A$1 million investment in the Maddens Flat Group of Mines to accelerate gold production
• Acquisition of 20% of Salt Bush for 20,000,000 new ECR Shares (c. A$100,000 at an issue price of 0.26 pence) and an undertaking to spend A$200,000 on Salt Bush over time to secure licences and for initial preparations for gold production

On the basis of the above, the total consideration and investment by ECR, in cash and shares and CLNs and Warrants, and assuming that all ECR Shares are issued to Paleogold’s shareholders is therefore c. A$10.6 million.  This is a fully funded staged transaction with no equity raise required and, in particular, the deferred consideration is structured so that it matches the timing of the expected production at the Maddens Underground Mine, as shown in the illustrative timeline below.

The above table does not take account of ECR’s existing production plans at Raglan and Blue Mountain.

Following completion of the Acquisition, Paleogold will enter into separate shareholders’ agreements with (1) North Queensland Mining Pty Ltd in respect of Lucky Strike and (2) the other Salt Bush shareholders.

ECR’s investment of A$1 million in the Maddens project, undertaking to spend A$200,000 on Salt Bush and the completion payment of A$140,000 to certain of the Lucky Strike vendors are to be made out of ECR’s existing cash resources, which will include the use of a portion of the net proceeds from the fundraise announced on 8 January 2026, although the Board considers that, from completion of the exercise of the Option, the Company will still be able to proceed with the primary use of proceeds areas that were stated in the Company’s announcement of 8 January 2026 and that the Company will remain funded to the end of 2026 even without revenues from projects in production.

Acquisition structure and tax losses

The Acquisition is proposed to be implemented through ECR’s wholly owned subsidiary, ECR Minerals (Australia) Pty Ltd (“ECR Australia”) which holds approximately A$77 million of unutilised tax losses.  The acquisitions of the interests in Lucky Strike and Salt Bush will be effected via Paleogold, which will be a wholly owned subsidiary of ECR Australia. The objective is to keep all of ECR’s operations within a single tax group.   The Board believes that the structure of the Acquisition should enable ECR Australia’s existing tax losses to be applied against any future profits generated from the Paleogold Projects.

The Directors consider that the proposed addition of the Paleogold Projects to ECR’s portfolio aligns with the Company’s strategy to build a portfolio of low-capex, potentially high-margin gold operations in Australia.

As Paleogold is an unlisted Australian public company, the Acquisition is subject to 90% acceptances from the Paleogold shareholders. This process is already underway and the Paleogold management has already secured over 65% acceptances, including from the largest of the vendors Ian Ennis, Mike Mcrae-Williams and Geoff Crothers who are directors of Paleogold and own 62% of Paleogold.  In the unlikely event that the 90% threshold is not reached then ECR reserves the right to invest directly in Lucky Strike and Salt Bush.  Further updates in relation to the process for the completion of the Acquisition and other Paleogold Transactions will be provided in due course.

Paleogold reported unaudited total assets of A$0.58 million for the year ended 30 June 2024 and an unaudited total net loss of A$0.04 million for the same period.

Lucky Strike reported unaudited total assets of A$1.63 million for the year ended 30 June 2025 but does not produce a formal profit and loss account (as historically accounting has been undertaken via the operator of the mine). The difference between Lucky Strike’s unaudited balance sheet retained losses as at 30 June 2025 versus 30 June 2024 implies an unaudited loss for the year to 30 June 2025 of A$0.99 million.

Salt Bush is an inactive single project company that does not produce accounts but, in its last financial year, incurred $1,970.50 of fees to the Australian Government (annual administration fees, annual regulation fees and Crown rent).

Following completion of the Acquisition, Paleogold will be consolidated into ECR’s accounts, although ECR does not anticipate the consolidation of either Lucky Strike or Salt Bush into its accounts following the exercise of the Option or its investment, respectively.

Overview – a step-change in scale and an increasingly national footprint

The completion of the  Paleogold Transactions will:

• Transform ECR into a gold exploration and development company across four Australian states
• Add further nearer-term production and cashflow opportunities
• Expand ECR’s operations into multiple prospective gold provinces
• Build a scalable multi-asset production and exploration platform

Following completion, ECR will have a diversified, increasingly Australia-wide gold portfolio, comprising:

• Queensland (Production & Development)
  • Raglan (currently initial production phase)
  • Maddens Flat (nearer-term production and ongoing exploration)
  • Blue Mountain (nearer-term production potential)
  • Lolworth (large-scale exploration)

• South Australia (Forthcoming Production & Development)
  • Salt Bush project (gold production targeted in 2027)

• Western Australia (Exploration)
  • Tuckanarra (neighbouring 407,000oz JORC resources with geological repeats)

• Victoria (Established Exploration Portfolio)
  • Creswick (high-grade gold system, JV discussions advancing)
  • Bailieston (gold and antimony potential)
  • Tambo (large-scale exploration with second licence recently granted)

The Board believes that the Paleogold Transactions position ECR as a multi-project gold company with both future cashflow and discovery upside across multiple prospective mining jurisdictions.

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: “The Acquisition and associated investments in Lucky Strike and Salt Bush will significantly expand both the scale and geographic reach of ECR.  With 10 projects across four states in Australia, ECR will be a diversified gold mining business with the potential for gold production across multiple sites.

“The deferred cash consideration and convertible loan note have been designed to match future cash flow from expected production to make the Acquisition fully funded. The exercise of the Lucky Strike Option is expected to add  hard rock gold production at the Maddens Flat Group of Mines to our alluvial operations in Raglan and in due course Blue Mountain.  Production plans for later in 2026 at the Maddens Underground Mine and Blue Mountain are anticipated to be followed by Salt Bush next year.

“Also, very significantly, the 50km² Exploration Licence covering the Maddens Flat Group of Mines is largely unexplored by modern methods. We have six known mine workings across the tenement but only Maddens and The Brothers have been developed. The historic JORC inferred resource* of 6,322oz (gross to projects) was built from visible unstoped blocks and there has never been a systematic drill programme across the district. The high-grade quartz vein systems that have historically produced at 25g/t and above are characteristic of the type where continuity at depth and along strike is expected but untested. 

“Our operating team will be expanded by the inclusion of the Paleogold management and we also intend to work closely with the team at North Queensland Mining, further increasing our capabilities to operate across numerous locations. Queensland continues to be our primary focus but our portfolio of assets will include Western Australia and South Australia, as well as retaining our strong position in Victoria.  In other words, ECR will be a gold company based over four Australian states, with production, development and exploration assets.

“From completion of the Paleogold Transactions we will have the foundations of a scalable gold business with multiple pathways to value creation.”

FOR FURTHER INFORMATION, PLEASE CONTACT:

ABOUT ECR MINERALS PLC

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

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

Raglan Resources 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.  ECR is currently working to bring both projects 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) and Au Gold Corp. (TSX: AUGC) respectively, 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.