TIDMKRS
RNS Number : 1807J
Keras Resources PLC
18 December 2020
Keras Resources plc / Index: AIM / Epic: KRS / Sector:
Mining
18 December 2020
Keras Resources plc ('Keras' or the 'Company')
Diamond Creek Phosphate Mine Update & Placing and
Subscription to Raise GBP550,000
Keras Resources plc, the AIM listed mineral resource company, is
pleased to announce an update on progress at the Diamond Creek
high-grade direct shipping ore ('DSO'), organic phosphate mine in
Utah, USA ('Diamond Creek'). The Company is also pleased to report
it has raised GBP440,000 (before expenses) through the placing of
400,000,000 new ordinary shares of 0.1p each ('Ordinary Shares') at
a price of 0.11p per Ordinary Share (the 'Placing Shares') (the
'Placing').
In addition, Brian Moritz and Dave Reeves, directors of the
Company, have conditionally agreed to subscribe for 36,363,636
(GBP40,000) and 63,636,364 (GBP70,000) new Ordinary Shares
respectively (the 'Director Subscription Shares'), (the 'Director
Subscription') on the same terms subject to the passing of
resolutions at a general meeting to be held by the Company.
Every 2 Placing Shares and Director Subscription Shares
subscribed will receive a warrant to subscribe for 1 new Ordinary
Share with an exercise price of 0.22p per new Ordinary Share and an
expiry date of 31 December 2021 ('Warrant').
The funds being raised will be used to advance approximately
US$300,000 to Falcon Isle, as described below, generally to support
the Company's growth strategy in Utah and Togo, and for general
working capital purposes.
While the Placing Shares are being issued under the Company's
existing share authorities, the Warrants and the proposed Director
Subscription of further 100,000,000 new Ordinary Shares require
additional shareholder authorities, and the necessary authorities
will be proposed at a General meeting intended to be held on or
about 18 January 2021.
OVERVIEW
-- Diamond Creek processing plant fabrication completed and shipping in progress
-- Processing plant has been expanded to include a granulation,
drying and bagging plant increasing total plant capital expenditure
by US$225,000
-- Plant commissioning still on schedule to complete in Q1 2021
-- Organic phosphate product range will now include 50lb bags of
both fine and granulated product in addition to the current
offering of one-ton bulk bags
-- Higher margin granulated 50lb bagged product will initially
be produced by a third-party with sales expected to commence in
January 2021
-- Marketing programme has been very well received with
significant interest for our superior high grade organic phosphate
in the new year
Keras Resources CEO, Russell Lamming said: "The Diamond Creek
mine has progressed significantly since closing the transaction in
July. The demand for our product has been very encouraging to date
and underpins the planned increase of our Utah processing facility
and expanding our product range to include a 50lb bagged offering
of both fine and granulated product in addition to the one-ton bulk
bags we have been selling to date. The commissioning of the plant,
still expected to be completed in Q1 2021, will increase our
flexibility to produce different products and provide the
production team with the flexibility to match the marketing team's
sales forecasts.
"With regards to the Nayéga Manganese Mine in Togo, I have just
returned from Lomé for my last trip of 2020. I remain positive
about the award of the exploitation permit and believe that
significant progress towards a permit has been made, specifically
over the last three months.
"Finally, I would like to thank our shareholders, both those new
to our register following today's placing and our long-standing
supporters, plus colleagues and other stakeholders, and wish a
happy and safe break over the festive season and look forward to
providing an update on both Diamond Creek and Nayéga Manganese in
due course."
FURTHER INFORMATION
Diamond Creek Phosphate Project
As announced on 30 July 2020 that Keras Resources PLC ('Keras'
or the 'Company') entered into an agreement to acquire a 51%
interest in Falcon Isle Holdings LLC ('Falcon Isle') for nominal
consideration, on the basis that Keras provided a US$2.5m loan
facility to Falcon Isle, payable in tranches ('the Acquisition').
Diamond Creek is owned by Falcon Isle. Approximately $2.2m has
already been advanced to Falcon Isle and the Directors now intend
use funds from the Placing to advance the final part, approximately
US$300,000, so increasing the Company's interest in Falcon Isle to
51% before the end of December.
Diamond Creek is a fully permitted, high grade DSO, low capex
organic phosphate mine. The mine achieved first commercial
production in late July 2020 and the first beneficiated -10 mesh
organic product, part of a 770-ton order, was dispatched in early
September.
The 2020 mining campaign has now been completed with a total of
7,620 run-of-mine tons extracted from the Diamond Creek mine. As
previously reported, the Company decided to increase Year 1 of the
phased ROM production by 50% from 5,000 tons to 7,500 tons to
ensure sufficient material over the winter while maintaining the
Year 5 target of 48,000 tons of commercial production. The increase
in planned production does not change the terms of the agreement
announced on 30 July 2020.
Current beneficiation is being undertaken through a
toll-treating agreement at a plant located in Fillmore, Utah
approximately 150km south west of Spanish Fork. A new plant, to be
owned and operated by Falcon Isle, which has the capacity to
process the 5-year 48,000-ton production target, is now being
shipped from Shanghai and is expected to be commissioned in Q1
2021. Once commissioned, the plant will increase both the available
capacity and flexibility to produce different sized beneficiated
material.
Details of the Placing
Application will be made for admission of the 400,000,000
Placing Shares to trading on the AIM Market of the London Stock
Exchange ('Admission'). It is anticipated that Admission of the
Placing Shares will take place on or around 24 December 2020. The
Placing Shares will rank pari passu with the existing Ordinary
Shares, which are currently traded on AIM.
Following Admission of the Placing Shares, there will be
5,266,007,851 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
5,266,007,851 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 Director Subscription and grant of Warrants is conditional
on the passing of resolutions increasing headroom to be proposed at
the General Meeting and cannot be completed until after that
meeting.
Application for the 100,000,000 Director Subscription Shares to
trading on the AIM Market of the London Stock Exchange will be
subject to the passing of resolutions at the general meeting to be
held by Company.
Related Party
The Director Subscription and grant of Warrants to Brian Moritz
and Dave Reeves constitutes related party transactions pursuant to
AIM Rule 13 of the AIM Rules for Companies. Russell Lamming, 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 Dave Reeves is 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 admission to trading of the Director
Subscription Shares, the beneficial interests Directors in the
enlarged issued share capital will be as follows:
Director Current interest Interest in % Interest Warrants to
in Ordinary Ordinary Shares in Ordinary be issued subject
Shares subject to Shares subject to passing
passing of to passing of resolutions
resolutions of resolutions at the General
at the General at the General Meeting
Meeting Meeting
Dave Reeves 780,706,252 844,342,616 15.74% 31,818,182
----------------- ----------------- ---------------- -------------------
Russell
Lamming 370,916,552 370,916,552 6.91% Nil
----------------- ----------------- ---------------- -------------------
Brian Moritz 106,627,178 142,990,814 2.66% 18,181,818
----------------- ----------------- ---------------- -------------------
Total 1,258,249,982 1,358,249,982 25.31% 50,000,000
----------------- ----------------- ---------------- -------------------
General Meeting
As a result of the Placing the Company is no longer authorised
to issue the total number of shares able to be subscribed under the
Warrants to be issued pursuant to the Placing and the 984,357,334
warrants already in issue, or to issue the Director Subscription
Shares. To create sufficient headroom for the Placing to go ahead,
Russell Lamming and Dave Reeves have undertaken not to exercise the
subscription rights of the existing warrants owned by them until
there is sufficient authority to issue Ordinary Shares in
satisfaction of the rights of the holders of all outstanding
Warrants, provided the Company immediately seeks to increase the
authority.
For these reasons, the Directors are therefore convening a
General Meeting intended to be held on 18 January 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.
**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 SP Angel Corporate Finance
Broker LLP
Ewan Leggat / Charlie Bouverat +44 (0) 20 3470 0470
Joint Broker Shard Capital Partners
Damon Heath / Erik Woolgar LLP +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 Ordinary shares of 0.01 pence
instrument, type of each
instrument:
ISIN: GB00B649J414
Identification code:
-------------------------------- --------------------------------------
b) Nature of the transaction: 1. S ubscription for Ordinary
Shares
2. Grant of Warrants pursuant
to the Director Subscription
-------------------------------- --------------------------------------
c) Price(s) and volume(s): Prices(s) Volume(s)
1. 0.11p 1. 36,363,636
--------------
2. 0.22p 2. 18,181,818
--------------
-------------------------------- --------------------------------------
d) Aggregated information: Multiple transactions as
in 4 c) above Prices(s) Volume(s)
Aggregated volume: 1. 0.11p 1. 36,363,636
--------------
Price: 2. 0.22p 2. 18,181,818
--------------
-------------------------------- --------------------------------------
e) Date of transaction: 18 December 2020
-------------------------------- --------------------------------------
f) Place of transaction London Stock Exchange
-------------------------------- --------------------------------------
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Dave Reeves
-------------------------------- --------------------------------------
2. Reason for the notification
------------------------------------------------------------------------
a) Position/status: 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 financial Ordinary shares of 0.01 pence
instrument, type of each
instrument:
ISIN: GB00B649J414
Identification code:
-------------------------------- --------------------------------------
b) Nature of the transaction: 1. S ubscription for Ordinary
Shares
2. Grant of Warrants pursuant
to the Director Subscription
-------------------------------- --------------------------------------
c) Price(s) and volume(s): Prices(s) Volume(s)
1. 0.11p 1. 63,636,364
--------------
2. 0.22p 2. 31,818,182
--------------
-------------------------------- --------------------------------------
d) Aggregated information: Multiple transactions as
in 4 c) above Prices(s) Volume(s)
Aggregated volume: 1. 0.11p 1. 63,636,364
--------------
Price: 2. 0.22p 2. 31,818,182
--------------
-------------------------------- --------------------------------------
e) Date of transaction: 18 December 2020
-------------------------------- --------------------------------------
f) Place of transaction London Stock Exchange
-------------------------------- --------------------------------------
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END
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