TIDMKRS
RNS Number : 1200E
Keras Resources PLC
02 July 2019
Keras Resources plc / Index: AIM / Epic: KRS / Sector:
Mining
2 July 2019
Keras Resources plc ('Keras' or the 'Company')
Calidus Shareholding Distribution
Keras Resources plc, the AIM listed mineral resource company, is
pleased to provide an update regarding its shareholding and the
proposed distribution of those shares in Australian Securities
Exchange ('ASX') listed gold exploration company Calidus Resources
Limited ('Calidus'), which is currently developing the 1.25
million-ounce JORC compliant Warrawoona Gold Project ('Warrawoona')
in the Pilbara of Western Australia.
Save where otherwise defined, defined terms will have the
meaning given in the main body of this announcement.
Highlights:
-- Escrow period for Keras' shares in Calidus has expired with
Ordinary Shares now trading without restriction on the ASX
-- Tranche 3 of the Performance Shares (265m shares) convert to
fully paid ordinary shares in Calidus when Calidus publishes a
Pre-Feasibility Study ('PFS') demonstrating the commercial
viability of Warrawoona - due for publication during July 2019
-- Keras' total Calidus shareholding post publishing of the PFS
of 724m shares currently valued at approximately GBP11.6 million,
circa 35% more than Keras's current market capitalisation of GBP8.6
million
-- The Company intends to distribute its Calidus shareholding
pro-rata to Keras shareholders, subject to available reserves,
through a capital reduction and demerger process, which requires
the approval of shareholders in a special resolution at a general
meeting to be held and subsequent approval by the Court
-- Keras has the ability to distribute up to GBP15 million of
reserves, which provides for an additional circa 29% increase in
the current Calidus share price
-- Proposed Distribution of shares expected by the end of 2019
Russell Lamming, Chief Executive Officer of Keras, said, "The
proposed distribution of Calidus shares unlocks significant
shareholder value in a somewhat unusual circumstance where we plan
to distribute approximately GBP11.6m worth of Calidus shares to our
shareholders from Keras, which has a market capitalisation of circa
GBP8.6m. In addition, each shareholder will still retain their
current shareholding in Keras with direct exposure to the Nayega
manganese project that post Exploitation Permit approval has
installed production capacity to produce 75,000 tonnes of
beneficiated manganese ore per year.
"Calidus' Warrawoona Project is progressing well and following a
recent wider drilling programme, which yielded results including 8m
@ 8.06g/t Au from 56m, expects to build on its current 1.25
million-ounce gold resource. With the PFS fast approaching, we
expect the true potential in Warrawoona to be recognised, which we
believe will see a re-rating in the Calidus share price.
"Our current proposal to distribute the Calidus shares will
reward shareholders and allow us to be recognised and valued as a
pure manganese play, which is unique on the London markets. The
long-term demand fundamentals for manganese are strong and we
believe that Nayega is an excellent platform from which to execute
our growth strategy. I look forward to updating the market on
developments in due course."
The escrow period for Keras' shares in Calidus has now expired,
and its holding of fully paid ordinary shares in the company (the
'Ordinary Shares') is now free trading on the ASX. Keras currently
holds 458,375,000 Ordinary Shares and 265,375,000 Calidus
performance shares (the 'Performance Shares'). The Performance
Shares are expected to convert to Ordinary Shares by the end of
July 2019 (as announced by Calidus on 15 May 2019) on the
publishing of Calidus' PFS for its Warrawoona Project, at which
time Keras will hold 723,750,000 Ordinary Shares. Based on the
closing mid-market price of Calidus shares on 01 July 2019 being
AUS$ 0.029 per Ordinary Share, the entire holding is currently
worth AUS$ 20,988,750 (approximately GBP11.6 million). Keras has
the ability to distribute up to GBP15 million of reserves, which
provides for an additional circa 29% increase in the current
Calidus share price.
Keras currently intends to demerge the Ordinary Shares to its
shareholders in proportion to their holdings in the Company. The
distribution is likely to be carried out through a capital
reduction in Keras.
The proposed capital reduction in Keras will require the
approval of shareholders in a special resolution at a general
meeting to be held and subsequent approval by the Court. Memery
Crystal LLP, Keras' solicitors, has been retained to advise on all
legal aspects of this process. In addition, tax clearances are
required in both the UK and Australia where advisers have been
retained and have commenced the clearance application process.
Keras is seeking to complete all these formalities, including
the demerger of the Ordinary Shares, by the end of 2019. Following
the proposed capital reduction, Keras will continue to be listed on
AIM and will continue to focus on its manganese operations in Togo
and elsewhere where it has identified several exciting
opportunities. In this vein, it continues to make progress at its
85% owned Nayega Manganese Project in northern Togo, which hosts a
current JORC compliant Mineral Resource of 13.97Mt @ 12.4% Mn. As
part of a bulk sampling metallurgical testwork programme at the
project, the Company recently produced 10,000 tonnes of manganese
ore, which is now being smelter tested by a third-party producer of
manganese-based alloys. A further announcement on the results from
these tests is expected imminently.
*An exchange rate of 1.81 AUD to 1 GBP has been used for figures
contained in this RNS.
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.
**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 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
a portfolio of development assets, including manganese, cobalt and
nickel in Togo, West Africa. It also has a significant interest in
Calidus Resources Limited ('Calidus'), a highly prospective gold
exploration and development company in Australia, which is
currently undertaking a Pre-Feasibility Study at its Warrawoona
gold project. Keras benefits from a highly skilled management team,
which has extensive operational experience in Africa and Australia
and proven success in advancing assets up the value curve.
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
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