TIDMKRS
RNS Number : 2943K
Keras Resources PLC
27 August 2019
Keras Resources plc / Index: AIM / Epic: KRS / Sector:
Mining
27 August 2019
Keras Resources plc ('Keras' or the 'Company')
Fundraising of GBP350,000 and Conversion of Director Loans
Keras Resources plc, the AIM listed mineral resource company, is
pleased to announce that it has raised GBP350,000 (before expenses)
through the placing of 87,500,000 ordinary shares of 0.1p each
("Ordinary Shares") at a price of 0.4p per Ordinary Share (the
"Placing Shares") (the "Placing").
Additionally, David Reeves and Brian Moritz have agreed to
convert GBP458,900 in loans due to them, primarily in respect of
cash advanced to the Company as working capital loans, into new
ordinary shares of the Company at the same price as the Placing
Shares. As such, the Company intends to issue 114,725,000 Ordinary
Shares to Directors (the "Directors Conversion Shares"). The
Placing Shares and Director Conversion Shares represent
approximately 8.12% of the Company's issued share capital as
enlarged by the Placing and Director Conversion Shares.
The capital raised will be used to fund the costs associated
with the proposed distribution of the Company's shareholding in
Australian Securities Exchange ('ASX') listed Calidus Resources Ltd
('CAI') and for ongoing working capital purposes. The proposed
distribution of the CAI shares requires shareholder and court
approval. The amounts being capitalised are the only material debt
owed by the Company and the capitalisation will therefore
facilitate court approval of the capital reduction required to
demerge the CAI shares.
Russel Lamming, CEO of Keras Resources, said, "The year to date
has been highly productive and I believe the rest of 2019 will be
transformational: the proposed demerger of our 724m Calidus shares,
in tandem with our transition from explorer to producer (subject to
the grant of an exploitation permit), will see significant value
released to shareholders and manganese focussed Keras will become a
cashflow positive mining company.
"The Nayega bulk sample plant has the capacity to produce 75,000
tons per annum of beneficiated manganese; on receipt of the
exploitation permit, Keras plans to expand and improve the plant to
add more value and increase production. The intention is to fund
this in conjunction with an offtake agreement rather than equity.
We continue to engage with the Togolese authorities with respect to
the Nayega permitting and it is important to note that Togo has
also had a transformational year following accreditation by Moody's
Investors Service with a B3 credit rating and a single-B rating
with a stable outlook from Standard & Poor. This puts the
country of eight million people on a par with its neighbour
Ghana.
"Finally, I think it is important to highlight that the last
capital raise was in October 2017 and, through the implementation
of cost-effective operations and third party non-dilutive funding,
the Company is now in a position deliver value to shareholders. We
have raised the funds to enact the next stage in our genesis and I
would like to thank both Dave and Brian for their continued
financial support to the business having converted their
outstanding loans and Director fees, which not only leaves us
materially debt free but I believe underpins the value of Keras as
an investment opportunity."
Details of the Placing
Application will be made for admission of the 202,225,000 new
Ordinary Shares to trading on the AIM Market of the London Stock
Exchange ("Admission"). It is anticipated that Admission will take
place on 10 September 2019. The Placing Shares and Director
Conversion Shares will rank pari passu with the existing Ordinary
Shares, which are currently traded on AIM.
Following Admission, there will be 2,491,358,439 Ordinary Shares
in issue with each share carrying the right to one vote. There are
no shares currently held in treasury. The total number of voting
rights in the Company will therefore be 2,491,358,439 and this
figure may be used by shareholders as the denominator for the
calculations by which they 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 Rules and
Transparency Rules.
Holdings in Company
Following Admission, the beneficial shareholding of the
Company's Directors will be as follows:
Shareholding (Ordinary % of Enlarged Issued
Director Shares) Capital
Brian Moritz 102,960,512 4.13%
David Reeves 470,400,491 18.88%
Total 23.01%
Mr. Brian Moritz is a Non-Executive Chairman of the Company and
Mr David Reeves is a Non-Executive Director of the Company, and
they are both therefore regarded as a related party as defined by
the AIM Rules for Companies (the "AIM Rules"). The issue of the
Director Conversion Shares is therefore classified as a related
party transaction for the purposes of Rule 13 of the AIM Rules. Mr
Russell Lamming, being the independent director for the purposes of
Rule 13, considers, having consulted with the Company's Nominated
Adviser, SP Angel Corporate Finance LLP, that the terms of the
related party transaction are fair and reasonable insofar as the
shareholders of the Company are concerned.
New Corporate Presentation
A new corporate presentation will be available shortly on the
Company's website and can be viewed at
www.kerasplc.com/investor-presentations.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of Russell Lamming, Chief Executive Officer. This
announcement contains inside information for the purposes of
Article 7 of Regulation (EU) 596/2014.
**S**
For further information please visit www.kerasplc.com, follow us
on Twitter @kerasplc or contact:
Russell Lamming Keras Resources plc info@kerasplc.com
Nominated Adviser / Broker
Ewan Leggat / Charlie SP Angel Corporate Finance +44 (0) 20 3470
Bouverat LLP 0470
Financial PR
Isabel de Salis / Cosima +44 (0) 20 7236
Akerman St Brides Partners Ltd 1177
Notes
Keras Resources plc is focused on building a strategic portfolio
of resource assets. The Company provides investors with exposure to
the near-production Nayega manganese mine ('Nayega') and the
Kamino, cobalt and nickel project in Togo, West Africa. It also has
a significant interest in Calidus Resources Limited, a highly
prospective gold exploration and development company in Australia,
which completed a Pre-Feasibility Study at its Warrawoona gold
project in July 2019. Keras benefits from a supportive Board of
Directors currently owning 25.8% of the Company and a highly
skilled management team, which has extensive operational experience
in Africa and Australia and proven success in advancing assets up
the value curve.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM:
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name
1. Brian Moritz
2. David Reeves
---------------------------------- ------------------------------------
2 Reason for the notification
------------------------------------------------------------------------
a) Position/status
1. Non-executive Chairman
2. Non-executive Director
---------------------------------- ------------------------------------
b) Initial notification
/Amendment Initial Notification
---------------------------------- ------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Keras Resources Plc
---------------------------------- ------------------------------------
b) LEI 213800OZFKFM2N4R4F47
---------------------------------- ------------------------------------
4 Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been
conducted
------------------------------------------------------------------------
a) Description of the Ordinary shares of 0.1p each
financial instrument,
type of instrument
Identification code ISIN: GB00B649J414
b) Nature of the transaction Purchase of shares
---------------------------------- ------------------------------------
c) Price(s) and volume(s)
------ ----------- -------------
Price(s) Volume(s)
------ ----------- -------------
1. 0.4p 26,000,000
------ ----------- -------------
2. 0.4p 88,725,000
------ ----------- -------------
d) Aggregated information
- Aggregated volume 114,725,000
- Price 0.4p
e) Date of the transaction 27 August 2019
---------------------------------- ------------------------------------
f) Place of the transaction Off-market
---------------------------------- ------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBDGDICXDBGCR
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August 27, 2019 08:45 ET (12:45 GMT)
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