Keras Resources plc / Index: AIM / Epic: KRS / Sector: Mining
7 April 2025
Keras Resources plc ('Keras' or the 'Company')
Issue of New Shares
Keras Resources plc (AIM: KRS) announces that it has issued 1,278,515 new ordinary shares of 1p each ("Ordinary Shares") in the Company at a price of 1.4861 pence per new Ordinary Share, representing the 5-day trailing Volume Weighted Average Price ("VWAP") ending on 4 April 2025, in lieu of payment of £15,000 and £4,000 for professional advisory services to SP Angel Corporate Finance LLP and Shard Capital Partners LLP respectively.
In addition, the Company has issued Ordinary Shares to directors of the Company as follows:
· 1,816,836 new Ordinary Shares at a price of 1.4861 pence per new Ordinary Share to Russell Lamming in lieu of payment of £27,000 of outstanding fees; and
· 523,383 new Ordinary Shares at a price of 1.4861 pence per new Ordinary Share to Brian Moritz in respect of £7,728 liabilities of the Company settled personally by him.
Application has been made for the 3,618,734 new Ordinary Shares to be admitted to trading on AIM which is expected to occur on or around 11 April 2025. Following Admission, the Company's issued share capital will comprise 99,015,911 Ordinary Shares with voting rights. This figure of 99,015,911 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Disclosure Rules and Transparency Rules of the United Kingdom Financial Conduct Authority.
Related Party Transactions
Russell Lamming and Brian Moritz are Related Parties of the Company as defined under the AIM Rules, and the issue of new Ordinary Shares to them as set out above is therefore deemed to be Related Party Transactions pursuant to AIM Rule 13 of the AIM Rules for Companies.
The Director of the Company independent of the share issues, being Claire Parry, considers, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the proposed terms of the issue are fair and reasonable insofar as the Company's Shareholders are concerned.
Following admission of the new Ordinary Shares, the beneficial interests of the Directors in the issued Ordinary Shares will be as follows:
| Director
| Interest in Ordinary Shares following Admission | % interest in Ordinary Shares following Admission |
| Russell Lamming | 6,428,681 | 6.49 |
| Brian Moritz | 2,649,204 | 2.68 |
| | | |
| Total | 9,077,885 | 9.07 |
See the Appendix below for further information on dealings by persons discharging managerial responsibilities.
**ENDS**
For further information please visit www.kerasplc.com, follow us on X (formerly Twitter) @kerasplc or contact the following:
| Russell Lamming
| Keras Resources plc |
|
| Nominated Adviser & Joint Broker Ewan Leggat / Jen Clarke
Joint Broker Damon Heath / Erik Woolgar
| SP Angel Corporate Finance LLP
Shard Capital Partners LLP
| +44 (0) 20 3470 0470
+44 (0) 207 186 9900
|
Notes:
Keras Resources (AIM: KRS) wholly owns the Diamond Creek organic phosphate mine in Utah, US. Diamond Creek is one of the highest-grade organic phosphate deposits in the US and is a fully integrated mine to market operation with in-house mining and processing facilities. The operation produces a variety of organic phosphate products that can be tailored to customer organic fertiliser requirements.
The Company is focused on continuing to build market share through its traditional milled dry rock products as well as its joint venture with Phosul LLC in the fast-growing US organic fertiliser market and build Falcon Isle Resources into the premier organic phosphate producer in the US.
Appendix
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
| a) | Name: | 1. Russell Lamming 2. Brian Moritz
| |||||||||
| 2. | Reason for the notification | ||||||||||
| a) | Position/status: | 1. Chairman 2. 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 instrument, type of instrument:
Identification code: | Ordinary shares of 1 pence each
ISIN: GB00BMY2T534
| |||||||||
| b) | Nature of the transaction: | 1. Issue of Shares in lieu of fees 2. Issue of Shares in respect of Company liabilities settled personally
| |||||||||
| c) | Price(s) and volume(s):
|
| |||||||||
| d) | Aggregated information:
Aggregated volume:
Price: |
| |||||||||
| e) | Date of transaction: | 7 April 2025
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| f) | Place of transaction | London Stock Exchange, AIM
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