Keras Resources plc / Index: AIM / Epic: KRS / Sector: Mining
18 January 2021
Keras Resources plc ('Keras' or the 'Company')
Placing and Subscription to Raise £1 million
Keras Resources plc, the AIM listed mineral resource company, is pleased to announce that, it has conditionally raised £1,000,000 (before expenses) through the placing and subscription of 869,565,217 new ordinary shares of 0.01p each ('Ordinary Shares') at a price of 0.115p per Ordinary Share (the 'Placing Shares') (the 'Placing').
As part of the Placing, Brian Moritz and Russell Lamming, directors of the Company, have conditionally agreed to subscribe for 17,391,304 (£20,000) and 26,086,957 (£30,000) new Ordinary Shares respectively with the latter being issued to Russell Lamming in lieu of part of his salary, on the same terms.
Every 2 Placing Shares subscribed will receive a warrant to subscribe for 1 new Ordinary Share at any time up to 28 February 2022, with an exercise price of 0.18p per new Ordinary Share ('Warrants').
In addition, the Company has conditionally agreed to issue 48,000,000 Ordinary Shares at the same price in settlement of amounts owing to advisors ('Advisor Shares'). No Warrants will be issued with the Advisor Shares.
600,000,000 of the Placing Shares ('Tranche 1 Placing Shares') are being issued under the Company's existing share authorities. However, the Warrants, the remaining 269,565,217 Placing Shares ('Tranche 2 Placing Shares') and the Advisor Shares require additional shareholder authorities. The necessary authorities will be proposed to shareholders at a General Meeting intended to be held on or about 15 February 2021, further details of which will be announced to shareholders in due course.
The funds being raised will enable the Directors to explore opportunities to grow the Company's current portfolio both through organic growth and by the potential introduction of new projects, as well as being used for general working capital purposes.
Keras Resources CEO, Russell Lamming said: "Our Diamond Creek Mine in Utah has made extremely encouraging progress over the past six months - from a standing start to a fully integrated mine-to-market project. The work now underway at the Utah processing plant is expected to enhance our production profile and flexibility to produce a variety of high grade, organic phosphate products, which underlines the potential growth for this dimension of our business in 2021. In addition, our Nayéga Manganese Mine in Togo continues to hold considerable future value for Keras, and I look forward to providing further updates relating to this asset in due course.
"To further bolster our cash reserves at this time will also provide us with significant leverage as we look to expand our project portfolio targeting additional low-capex and near-term production projects."
Details of the Placing
Application will now be made for admission of the 600,000,000 Tranche 1 Placing Shares to trading on the AIM Market of the London Stock Exchange ('Admission'). It is anticipated that Admission will take place on or around 1 February 2021. The Tranche 1 Placing Shares will rank pari passu with the existing Ordinary Shares, which are currently traded on AIM.
Following the Admission, there will be 5,966,007,851 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 5,966,077,851 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.
The issue of the Tranche 2 Placing Shares and the Advisor Shares, and the grant of Warrants are conditional on the passing of resolutions increasing the Company's share issuing authorities to be proposed at a General Meeting and cannot be completed until after that meeting. Application for admission of the Tranche 2 Placing Shares and the Advisor Shares to trading on the AIM Market of the London Stock Exchange ('Second Admission') is expected to be made immediately on the passing of the required resolutions. Following the Second Admission there will be 6,283,573,068 Ordinary Shares in issue, and an announcement will be made in due course.
Related Party
The Subscription by and the grant of Warrants to Brian Moritz and Russell Lamming constitute related party transactions pursuant to AIM Rule 13 of the AIM Rules for Companies. Dave Reeves, being the director independent of the Director Subscription and grant of Warrants considers, having consulted with the Company's Nominated Adviser, that the Director Subscription and grant of Warrants to Brian Moritz and Russell Lamming are fair and reasonable insofar as the shareholders of the Company are concerned.
Director Shareholdings
Subject to the passing of resolutions at a general meeting to be held by the Company and the Second Admission, the beneficial interests of the Directors in the enlarged issued share capital will be as follows:
| Director | Interest in Ordinary Shares following admission of the Director Subscription Shares | Interest in Ordinary Shares subject to passing of resolutions at the General Meeting and the Second Admission | % Interest in Ordinary Shares subject to passing of resolutions at the General Meeting and the Second Admission | Warrants to be issued subject to passing of resolutions at the General Meeting |
| Russell Lamming | 370,916,552 | 397,003,509 | 6.32% | 13,043,479 |
| Brian Moritz | 142,990,814 | 160,382,118 | 2.55% | 8,695,652 |
| Dave Reeves | 844,342,616 | 844,342,616 | 13.44% | Nil |
| Total | 1,358,249,982 | 1,401,728,243 | 22.31% | 21,739,131 |
General Meeting
As a result of the issue of the Tranche 1 Placing Shares, the Company will have insufficient authority to issue the Tranche 2 Placing Shares, the Advisor Shares and the Warrants to be issued pursuant to the Placing.
For these reasons, the Directors are therefore convening a General Meeting intended to be held on 15 February 2021 to renew their authority to issue Ordinary Shares in full satisfaction of the matters referred to above, details of which will be shortly posted to shareholders. A further announcement regarding this General Meeting will be made in due course.
**ENDS**
For further information please visit www.kerasplc.com, follow us on Twitter @kerasplc or contact the following:
| Russell Lamming | Keras Resources plc | info@kerasplc.com
|
| Nominated Adviser & Joint Broker Ewan Leggat / Charlie Bouverat
Joint Broker Damon Heath / Erik Woolgar
| SP Angel Corporate Finance LLP
Shard Capital Partners LLP
| +44 (0) 20 3470 0470
+44 (0) 207 186 9900
|
| Financial PR Susie Geliher / Cosima Akerman | St Brides Partners Ltd | +44 (0) 20 7236 1177 |
Appendix
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
| a) | Name: | Brian Moritz | |||||||||
| 2. | Reason for the notification | ||||||||||
| a) | Position/status: | Non-Executive Chairman | |||||||||
| 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 financial instrument, type of instrument:
Identification code: | Ordinary shares of 0.01 pence each
ISIN: GB00B649J414 | |||||||||
| b) | Nature of the transaction: | 1. Subscription for Ordinary Shares 2. Grant of Warrants pursuant to the Director Subscription | |||||||||
| c) | Price(s) and volume(s): |
| |||||||||
| d) | Aggregated information:
Aggregated volume:
Price:
Aggregated volume:
Price: | Multiple transactions as in 4 c) above
17,391,304
0.115p
8,695,652
0.18p | |||||||||
| e) | Date of transaction: | 18/01/2021 | |||||||||
| f) | Place of transaction | Outside a trading venue | |||||||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
| a) | Name: | Russell Lamming | |||||||||
| 2. | Reason for the notification | ||||||||||
| a) | Position/status: | Chief Executive Officer | |||||||||
| 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 financial instrument, type of instrument:
Identification code: | Ordinary shares of 0.01 pence each
ISIN: GB00B649J414 | |||||||||
| b) | Nature of the transaction: | 1. Subscription for Ordinary Shares 2. Grant of Warrants pursuant to the Director Subscription | |||||||||
| c) | Price(s) and volume(s): |
| |||||||||
| d) | Aggregated information:
Aggregated volume:
Price:
Aggregated volume:
Price: | Multiple transactions as in 4 c) above
26,086,957
0.115p
13,043,479
0.18p
| |||||||||
| e) | Date of transaction: | 18/01/2021 | |||||||||
| f) | Place of transaction | Outside a trading venue | |||||||||
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