Keras Resources PLC Allotment of Shares in Calidus Resources (9059H)
June 13 2017 - 1:01AM
UK Regulatory
TIDMKRS
RNS Number : 9059H
Keras Resources PLC
13 June 2017
Keras Resources plc / Index: AIM / Epic: KRS / Sector:
Mining
13 June 2017
Keras Resources plc ('Keras' or 'the Company')
Allotment of Shares in Calidus Resources
Repayment of Acquisition Finance Facility
Issue of new Ordinary Shares
Keras Resources plc, the AIM listed mineral resource company is
pleased to advise that shares in Calidus Resources Limited
('Calidus'), the entity through which the Company's Australian gold
assets are being listed on the Australian Securities Exchange
("ASX") have now been allotted. As a result, the Company has
transferred its shares in Keras (Gold) Australia (Pty) Ltd to
Calidus and Mr David Reeves and Mr Peter Hepburn-Brown have now
been appointed to the board of Calidus.
In addition, repayment of the secured Acquisition Finance
Facility (the "Facility") with a consortium of investors arranged
by Riverfort Global Capital Ltd (the "Investors") as originally
announced on 12 September 2016 has been completed. The Facility was
originally drawn down in October 2016 and utilised to fund the
Company's acquisition of the Warrawoona gold projects and
subsequent exploration work.
Based on the repayment date of 9 June 2017, the amount owing to
the Investors is US$2,448,972.60. Of this, US$2,200,000 is being
repaid by Calidus from proceeds of its recently completed ASX
Capital Raising, as announced by the Company on 5 June 2017, and
the balance of US$248,972.60 (GBP192,412.85) is being settled via
the issue of ordinary shares of 0.1p each ("Ordinary Shares") in
Keras (the "Facility Shares"). The share price for determining the
number of Facility Shares to be issued is 0.352 pence based on a 5%
discount to the 5 day Value Weighted Average Price prior to the
extension being signed on 20 March 2017, as such 54,666,623
Facility Shares are being issued to the Investors. In addition, the
59,542,743 warrants granted to the Investor as part of the Facility
have been repriced at 0.46p.
The Company is also settling certain other creditors by the
issue of Ordinary Shares, resulting in the issue of a further
59,605,543 Ordinary Shares at a price of 0.38 pence[1], a 5%
discount to the 5 day VWAP prior to 9 June 2017 (the "New Ordinary
Shares"). The payments cover a total of GBP226,671 of third party
creditors who have been involved in the Company's recent corporate
activities, with the majority being paid to geological consultants
associated with the exploration of the Company's cobalt assets in
Togo, who have elected to take a substantial portion of past fees
in equity to align their interests with the Company's regarding the
prospectivity of the cobalt licences.
Application is being made for the total of 114,272,166 Facility
Shares and New Ordinary Shares to be admitted to trading on the AIM
Market of the London Stock Exchange ('Admission'). Admission is
expected to occur on 16 June 2017. The Facility Shares and New
Ordinary Shares will rank pari passu with the existing Ordinary
Shares, which are currently traded on AIM.
Keras Managing Director Dave Reeves said, "The allotments of
shares, change in ownership, appointment of board members to
Calidus Resources Limited, repayment of the acquisition finance
facility and the subsequent release of security over the Company's
Australian gold assets marks the satisfaction of the final
pre-conditions to re-listing Calidus on the ASX. We anticipate that
share trading will commence within the next two weeks subject to
final approvals from the ASX. The repayment of the Facility and
settling of additional third-party creditors completes the
Company's balance sheet clean up ahead of the forthcoming listing.
I would like to re-iterate that Keras now enters an exciting stage
of development potential - having "safe-haven" exposure to Gold as
well as access to the fast-growing battery/electric vehicle market
following the award of five cobalt and nickel licences in Togo as
announced on 15 May 2017."
Total Voting Rights
Following Admission there will be 2,195,133,438 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 2,195,133,438 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.
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
Damon Heath/Erik Woolgar Shard Capital Partners LLP +44 (0) 20 7186 9952
Tom Curran/Ben Tadd SVS Securities Plc +44 (0) 203 700 0093
Financial PR
Susie Geliher/Charlotte Page St Brides Partners Limited +44 (0) 20 7236 1177
[1] Exact price is 0.00380285 pence per share
This information is provided by RNS
The company news service from the London Stock Exchange
END
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