TIDMKRS
RNS Number : 9903V
Keras Resources PLC
03 February 2017
Keras Resources plc / Index: AIM / Epic: KRS / Sector:
Mining
3 February 2017
Keras Resources plc ('Keras' or 'the Company')
Repayment of Loan Note
Keras Resources plc, is pleased to announce that it has repaid
the loan note in the principal amount of GBP563,889, as detailed in
the announcement dated 1 February 2016.
Repayment of Loan Note
Of the total outstanding balance of GBP609,000 (including
interest of GBP45,111), GBP239,700 has been repaid in cash and the
remaining balance of GBP369,300 will be converted into ordinary
shares of 0.1p each in the Company ("Ordinary Shares"). The price
of this conversion has been set at 0.37p per Ordinary Share (the
"Conversion Price") which will result in a total of 99,810,827
Ordinary Shares being issued to third parties and two Directors of
the Company in two tranches (the "Loan Conversion Shares"), as part
of the loan is held by entities that are controlled by Dave Reeves
and Peter Hepburn-Brown.
The first tranche of 55,200,000 Loan Conversion Shares will be
issued immediately. The remainder of the loan note is held by an
entity controlled by Dave Reeves and 44,610,827 Loan Conversion
Shares will be issued to this entity as part of a second tranche
following the Company's AGM on 11 February 2017, assuming the
passage of Resolutions to increase the Company's share
authorities.
The Company plans to settle additional outstanding liabilities
to certain Directors and members of the management team via the
issue of additional Ordinary Shares following the AGM on 11
February 2017 assuming the passage of Resolutions to increase the
Company's share authorities. Further announcements will be made as
appropriate following the AGM.
Related Party Transaction
The issue of Loan Conversion Shares to Dave Reeves and Peter
Hepburn-Brown constitutes a related party transaction in accordance
with AIM Rule 13. The independent directors consider after
consultation with the Company's Nominated Adviser, that the terms
of the issue of the Loan Conversion Shares to Dave Reeves and Peter
Hepburn-Brown are fair and reasonable, in so far as its
shareholders are concerned.
Application for Admission to Trading on AIM
Application has been made for the admission of the first tranche
of Loan Conversion Shares to trading on the AIM Market of the
London Stock Exchange ('Admission') and Admission is expected to
occur on 9 February 2017. These Loan Conversion Shares will rank
pari passu with the existing Ordinary Shares, which are currently
traded on AIM.
Subject to the passage of Resolutions 4 and 5 (relating to
increasing the Company's share capital authorities) at the
forthcoming AGM, application for the Admission of the second
tranche of 44,610,827 Loan Conversion Shares will be made as soon
as practicable following the AGM.
Holdings in Company
Following the proposed Admission of both tranches of Loan
Conversion Shares, the beneficial shareholdings of the Company's
Directors will be as follows:
Director Shareholding % of Enlarged
Issued Share
Capital
--------------------- ------------- --------------
David Reeves 185,334,649 10.8%
--------------------- ------------- --------------
Russell Lamming 41,944,444 2.4%
--------------------- ------------- --------------
Brian Moritz 25,833,333 1.5%
--------------------- ------------- --------------
Peter Hepburn-Brown 34,227,955 2.0%
--------------------- ------------- --------------
Total Voting Rights
Following the proposed Admission of both tranches of the Loan
Conversion Shares there will be 1,719,209,021 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 1,719,209,021 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.
Keras Managing Director Dave Reeves said, "The repayment of the
loan note is the first step in cleaning up our balance sheet and
repositioning itself as a debt free mining company with some
exciting gold and manganese deposits. This process will continue
with the ASX listing a key component of the payback of acquisition
facility repayment. I would like to thank Peter and other long term
supporters, for this vote of confidence in the Company's growth
prospects."
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
**ENDS**
For further information please visit www.kerasplc.com, follow us
on Twitter @kerasplc or contact the following:
Dave Reeves Keras Resources plc dave@kerasplc.com
Nominated Adviser
Gerry Beaney/David Hignell Northland Capital Partners Limited +44 (0) 20 3861 6625
Broker
Elliot Hance/Jonathon Belliss Beaufort Securities Limited +44 (0) 20 7382 8415
Financial PR
Susie Geliher/Charlotte Page St Brides Partners Limited +44 (0) 20 7236 1177
Notes
Keras has a portfolio of owner-operated gold interests and cash
generative joint venture gold projects. The Company's strategy is
focussed on advancing its owner-operator gold interests towards
production whilst concurrently identifying and assessing low risk,
high margin joint venture operations to enable continuing cash
flows. The Company benefits from an experienced management team,
which has extensive gold experience and is based in Perth, reducing
execution risk.
Gold Projects
Klondyke Project Area - 100% owned gold development project in
Western Australia
-- Current resource of 5.6Mt at 2.08g/t gold ('Au') for
374,000oz confined to just 2km of the main 7.5km shear strike
-- Right to mine contiguous Haoma tenements covering 650
hectares with excellent discovery potential
-- Active growth strategy - continue to assess additional
opportunities in the project area to add contiguous lease areas to
the critical mass that has been consolidated
Tribute Gold Projects
Keras has a portfolio of tribute mining agreements in the
Kalgoorlie Goldfield, Australia and is targeting 20,000-30,000oz
gold per annum from these assets.
Wider Portfolio
Keras is currently awaiting a mining permit for its Nayega
Manganese Project in Togo. Once received it will look to develop
the asset into a low-cost export mining operation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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