ECR Minerals PLC has launched a WRAP retail offer to raise up to £100,000

ECR Minerals plc (AIM: ECR), the gold exploration and development company focused on Australia, is pleased to announce a retail offer via the Winterflood Retail Access Platform (“WRAP”) to raise up to £100,000 (the “WRAP Retail Offer”) through the issue of new ordinary shares of 0.001 pence each in the capital of the Company (“Ordinary Shares”).

Under the WRAP Retail Offer up to 50,000,000 new Ordinary Shares (the “WRAP Retail Offer Shares”) will be made available at an issue price of 0.20 pence per new Ordinary Share.

In addition to the WRAP Retail Offer and as announced earlier today at 11:30 a.m., the Company announced, among other things, a subscription of 325,000,000 new Ordinary Shares (the “Subscription Shares” and together with the WRAP Retail Offer Shares, the “New Ordinary Shares”) to raise £650,000 (before expenses) (the “Subscription”) at an issue price of 0.20 pence per Subscription Share (the “Subscription Price”). This earlier announcement sets out the reasons for the Subscription and the intended use of proceeds for both the Subscription and the WRAP Retail Offer. The issue price of the WRAP Retail Offer Shares is equal to the Subscription Price.

For the avoidance of doubt, the WRAP Retail Offer is not part of the Subscription. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Subscription but completion of the Subscription is not conditional on the completion of the WRAP Retail Offer.

The WRAP Retail Offer and the Subscription are conditional on the New Ordinary Shares being admitted to trading on AIM (“Admission”). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM at 08.00 a.m. on or around 8 October 2025.

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.

Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom following release of this announcement, being existing shareholders of ECR Minerals, and through certain financial intermediaries.

Existing shareholders can contact their broker or wealth manager to participate in the WRAP Retail Offer.

The WRAP Retail Offer is expected to close at 4:30 p.m. on 3 October 2025. Eligible shareholders should note that financial intermediaries may have earlier closing times.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of existing retail shareholders, should contact wrap@winterflood.com.

To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary and, prior to the release of this announcement, shareholders in the Company which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to amend the size of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail Offer Shares available for subscription at the Subscription Price does not exceed £100,000.

The WRAP Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) (“MAR”) and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for WRAP Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the WRAP Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

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