TIDMKRS
RNS Number : 3388J
Keras Resources PLC
26 April 2022
26 April 2022
Keras Resources plc ('Keras' or 'the Company')
Placing of GBP1.2m and Broker Option of GBP0.75m, Cornerstone
Investment in Keras & Management Change
-- GBP1.2m placed with cornerstone investor and Board at a premium to current share price
-- Broker Option available to raise a further GBP0.75m to allow
new and existing shareholders to participate
-- Graham Stacey appointed as CEO with Russell Lamming moving to
Non-Exec Chairman to ensure key management is based in US
-- Funds will be utilised to enhance current operations and
maximise future potential of the Diamond Creek asset
Keras Resources plc (AIM: KRS) is pleased to announce that, post
securing 100% of Falcon Isle Resources LLC and Falcon Isle Holdings
LLC (collectively 'Falcon Isle') on 30 March 2022, which owns the
high-grade Diamond Creek organic phosphate mine ("Diamond Creek'),
the Company intends to raise a total of GBP1,950,000 (before
expenses) (the 'Fund Raising') by the issue of up to 1,625,000,000
new ordinary shares of 0.01p each ('Ordinary Shares') at a price of
0.12p per Ordinary Share ('Placing Price'). 1,000,000,000 new
Ordinary Shares have been placed for cash consideration to raise
GBP1,200,000 (the 'Placing Shares') (the 'Placing') and the balance
of up to 625,000,000 new Ordinary Shares are intended to be issued
through a Broker Option (the 'Broker Option Shares'). The purpose
of the Broker Option is to allow existing shareholders and other
investors to participate in the Fund Raising.
Each Placing Share and Broker Option Share subscribed will
receive a warrant to subscribe for 1 new Ordinary Share at any time
up to 31 May 2024, at an exercise price of 0.18p per new Ordinary
Share ('Warrants').
Shareholders should note that the placing price of 0.12p per
share represents a premium of approx. 7% over the closing price of
0.1125p and 20% over the 5-Day VWAP of 0.1004p on 25 April 2022,
the day before the Placing was announced.
As part of the Placing, the Company has secured a cornerstone
investor, with First Uranium Resources (CSE: URNM) (KMMIF:OTC)
('First Uranium') subscribing for 800,000,000 Placing Shares,
raising funds of GBP960,000. First Uranium recently raised C$10m to
develop a portfolio of assets in the North American phosphate
market as it sees this as a key growth commodity within the
resource sector.
In addition, the Keras Board of Directors have again co-invested
in the Fund Raising and have subscribed for 200,000,000 Placing
Shares in aggregate. Brian Moritz, Russell Lamming and Dave Reeves,
have subscribed for 35,000,000 (GBP42,000), 45,000,000 (GBP54,000)
and 120,000,000 (GBP144,000) new Ordinary Shares respectively (the
'Director Subscription Shares'), (the 'Director Subscription').
While it remains the intention that payments for the Falcon Isle
transaction will be financed primarily from Falcon Isle cashflow,
the funds being raised will be used for the First Tranche of
US$800,000, the establishment of a N1 43-101 compliant Mineral
Resource at Diamond Creek, expansion of the Falcon Isle business
into other fields of activity and general working capital.
As Keras now focusses on the North American phosphate market, it
intends to locate its key management in that region and reduce the
costs outside of the US. As such, from 1 June 2022 Graham Stacey
(Chief Operating Officer) will be appointed Chief Executive Officer
of the Company and Russell Lamming will become a Non-Executive
Director. On 1 September 2022, Russell will assume the role of
Non-Executive Chairman. Brian Moritz, current Non-Executive
Chairman, will continue his role as Non-Executive Director and
Company Secretary post the transition and will continue to provide
oversight of the Company's finances.
Russell Lamming, CEO of Keras, commented, "The past few months
have been a transformative period for Keras. We recently secured
100% of Falcon Isle - the strategically located, high grade organic
phosphate mine - which is now past its capex peak-funding period
and poised to start ramping up production into the growing organic
agricultural sector underpinned by the macro-economic tailwinds of
the global fertiliser markets. We are now delighted to have secured
a cornerstone investor with First Uranium at a premium to our
current share price, who shares our conviction in the upward
trajectory of the phosphate market and the inherent value of the
Diamond Creek project within this sector.
We as a Board remain very much aligned with shareholders as we
continue to invest in the Company and we welcome the opportunity
for other investors to participate alongside us. This placing
ensures we have a solid cash position to enhance our current
operations and consolidate the long term future of both the project
and Company. We are fully focussed on building this platform and
driving further shareholder value through maximizing the asset
potential, optimizing efficiencies and generating cash flows.
I believe Graham's appointment as CEO is key to the Company's
transition to a US focussed business. His role in the development
of Diamond Creek has been integral since the initial acquisition in
2020 and the Board will continue to support his efforts as he
builds Falcon Isle into the premier organic phosphate producer in
the US."
Fee Shares and Fee Warrants
The Company has agreed to issue 12,500,00 new Ordinary Shares to
SP Angel at a deemed price of 0.12 pence per share in lieu of fees
due to SP Angel and to issue 40,000,000 new Ordinary Shares to
Shard Capital at a deemed price of 0.12 pence per share in lieu of
fees due to Shard Capital (together "Fee Shares"). Each Fee share
will have a warrant attached to subscribe for 1 new Ordinary Share
at any time up to 31 May 2024, at an exercise price of 0.18p per
new Ordinary Share ("Fee Warrants"). The issue of, in aggregate,
52,500,000 Fee Shares and new Ordinary Shares in respect of any Fee
Warrants will be conditional upon shareholders providing new
authorities for the Directors to issue such shares.
General Meeting
At the Annual General Meeting held on 30 March 2021 the
Directors were authorised to issue 1,000,000,000 new Ordinary
Shares for cash consideration. This is insufficient for the
purposes of the issue of Fee Shares, Broker Option Shares and new
Ordinary Shares in connection with the Fee Warrants. The issue of
the Fee Shares, Broker Option Shares and new Ordinary Shares
associated with the Warrants and Fee Warrants, are subject to the
passing of resolutions at a general meeting to be held by the
Company at 10am on 16 May 2022.
Broker Option
Under the Broker Option, up to 625,000,000 Broker Option Shares
are intended to be placed at 0.12p per share by the Company's joint
brokers, Shard Capital Partners LLP ('Shard') and SP Angel
Corporate Finance LLP ('SP Angel'), to raise up to GBP750,000
(before expenses).
To subscribe under the Broker Option, Shareholders should
communicate their interest to the Company, Shard or SP Angel by
5:00 pm on 29 April 2022 via their independent financial adviser,
stockbroker or other firm authorised by the Financial Conduct
Authority, as Shard cannot take orders from persons that are not
its clients and SP Angel cannot take direct orders from individual
private investors.
There is no guarantee that Shard or SP Angel will exercise the
Broker Option or that shareholders and investors will be able to
acquire any Broker Option Shares.
Application for admission
Application will be made for admission of the 1,000,000,000
Placing Shares to trading on the AIM market of the London Stock
Exchange ("AIM") which is expected to occur on or around 4 May
2022. The Placing Shares will rank pari passu with the existing
Ordinary Shares, which are currently traded on AIM.
Total voting rights
Following the admission of the Placing Shares, there will be
7,296,073,068 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
7,296,073,068 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.
Related Party
The Director Subscription by Dave Reeves, Russell Lamming and
Brian Moritz constitutes a related party transaction pursuant to
Rule 13 of the AIM Rules for Companies. Graham Stacey being the
director independent of the Director Subscription considers, having
consulted with the Company's Nominated Adviser, that the Director
Subscription by Dave Reeves, Russell Lamming and Brian Moritz is
fair and reasonable insofar as the shareholders of the Company are
concerned.
Following these Director Subscription and the admission of the
Placing Shares, the beneficial interests of the Directors in the
issued Ordinary Shares is as follows:
Director Interest in Ordinary % interest in Ordinary
Shares following Shares following Admission
Admission
Dave Reeves 981,942,616 13.46%
--------------------- ----------------------------
Russell Lamming 461,184,497 6.32%
--------------------- ----------------------------
Brian Moritz 212,582,118 2.91%
--------------------- ----------------------------
Total 1,655,709,231 22.69%
--------------------- ----------------------------
See the Appendix below for further information on dealings by
persons discharging managerial responsibilities.
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as
amended) as it forms part of the domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended).
Upon the publication of this Announcement via the Regulatory
Information Service, this inside information is now considered to
be in the public domain.
For further information please visit www.kerasplc.com , follow
us on Twitter @kerasplc or contact the following:
Russell Lamming Keras Resources plc annabel @kerasplc.com
Annabel Redford
Nominated Adviser & Joint
Broker SP Angel Corporate Finance +44 (0) 20 3470
Ewan Leggat / Charlie LLP 0470
Bouverat
Joint Broker Shard Capital Partners +44 (0) 207 186
Damon Heath / Erik Woolgar LLP 9900
Appendix
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: 1. Dave Reeves
2. Brian Moritz
3. Russell Lamming
------------------------------------ ----------------------------------
2. Reason for the notification
------------------------------------------------------------------------
a) Position/status: 1. Non-executive Director
2. Non-Executive Chairman
3. CEO
------------------------------------ ----------------------------------
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: Acquisition of Placing Shares
------------------------------------ ----------------------------------
c) Price(s) and volume(s): Prices(s) Volume(s)
1. 0.12p 120,000,000
---------- ------------
2. 0.12p 35,000,000
---------- ------------
3. 0.12p 45,000,000
---------- ------------
------------------------------------ ----------------------------------
d) Aggregated information: Prices(s) Volume(s)
1. 0.12p 120,000,000
Aggregated volume: ---------- ------------
2. 0.12p 35,000,000
Price: ---------- ------------
3. 0.12p 45,000,000
---------- ------------
------------------------------------ ----------------------------------
e) Date of transaction: 2 5 /04/2022
------------------------------------ ----------------------------------
f) Place of transaction Outside a trading venue
------------------------------------ ----------------------------------
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: 1. Dave Reeves
2. Brian Moritz
3. Russell Lamming
----------------------------------- -----------------------------------
2. Reason for the notification
------------------------------------------------------------------------
a) Position/status: 1. Non-executive Director
2. Non-Executive Chairman
3. CEO
----------------------------------- -----------------------------------
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: Grant of Warrants pursuant
to the Placing
----------------------------------- -----------------------------------
c) Price(s) and volume(s): Prices(s) Volume(s)
1. 0.18p 120,000,000
---------- ------------
2. 0.18p 35,000,000
---------- ------------
3. 0.18p 45,000,000
---------- ------------
----------------------------------- -----------------------------------
d) Aggregated information: Prices(s) Volume(s)
1. 0.18p 120,000,000
Aggregated volume: ---------- ------------
2. 0.18p 35,000,000
Price: ---------- ------------
3. 0.18p 45,000,000
---------- ------------
----------------------------------- -----------------------------------
e) Date of transaction: 2 5 /04/2022
----------------------------------- -----------------------------------
f) Place of transaction Outside a trading venue
----------------------------------- -----------------------------------
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEPPUQWCUPPUAQ
(END) Dow Jones Newswires
April 26, 2022 02:02 ET (06:02 GMT)
Keras Resources (LSE:KRS)
Historical Stock Chart
From Dec 2024 to Jan 2025
Keras Resources (LSE:KRS)
Historical Stock Chart
From Jan 2024 to Jan 2025
