Keras Res Regulatory News (KRS)

Keras Resources plc / Index: AIM / Epic: KRS / Sector: Mining

28 August 2018

Keras Resources plc ('Keras' or the 'Company')

Calidus Disposes of Non-Core Conglomerate Gold Rights for C$3.5m

Keras Resources plc, the AIM listed mineral resource company, notes the announcement released by Calidus Resources Limited (ASX:CAI) ('Calidus') relating to Calidus entering into a binding letter of intent ('LOI') to dispose of the Conglomerate Gold Rights ("Gold Rights") over a portfolio of eight exploration licensesto Pacton Gold Inc. (TSXV:PAC) ('Pacton') for a consideration valued at C$3.5m to be satisfied by the issue of 7,000,000 shares in Pacton.

Keras is a significant shareholder of Calidus, with a current interest of 458m shares, representing approximately 35% of Calidus' total issued share capital. On successful completion of the Pre-Feasibility Study at Warrawoona, an additional 265m performance shares of Calidus ('Performance Shares') owned by Keras will be converted into ordinary shares of Calidus.

Summary of the Transaction

· Tenements retained by Calidus; agreement is over right to explore for and mine conglomerate gold, with all shear hosted/basement gold to be retained by Calidus.

· Portfolio of six granted exploration licences and two exploration licences under application (357.5km2) with mapped conglomerates.

· Pacton liable for rehabilitation and environmental obligations and to spend a minimum of CDN$50,000 in aggregate on all tenements during each 12-month period from commencement of the Gold Rights Agreement.

· Calidus to be issued 7,000,000 shares in Pacton with a value of C$3.5m as consideration of the grant of the Gold Rights.

The Gold Rights relate to material that overlies the basement rocks and that is formed of transported material. Specifically, this means the Fortescue Group conglomerates that overlie the Warrawoona Greenstone Belt. Calidus retains ownership of the tenements. The relevant tenements covered by the LOI do not include areas covered by the Company's current resource or planned drilling programme.

Russell Lamming, Chief Executive Officer of Keras, commented, "We see this transaction as a strategic move by Calidus to limit expenditure and management resources on non-core interests whilst simultaneously retaining exposure to upside both through its interest in Pacton and also through future development of shear hosted/basement gold mineralisation directly by Calidus. This structure benefits Keras considerably as it provides Calidus with optionality on the onward financing of the Warrawoona PFS and thereby reduces the requirement for equity raisings which could dilute our strategic interest in Calidus."

The information in this RNS has been extracted from the ASX announcement made by Calidus Resources Limited on 28 August 2018.

To view a full version of the Calidus announcement, which includes figures and maps, please click here: 

https://www.calidus.com.au/investors/asx-announcements/.

For more information on Calidus and Warrawoona, please visit www.calidus.com.au.

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:

Notes

Keras Resources plc is focused on building a strategic portfolio of resource assets. The Company provides investors with exposure to a strategic portfolio of development assets, including manganese, cobalt and nickel in Togo, West Africa, and also has a significant interest in a highly prospective gold exploration and development portfolio in Australia.

Keras benefits from a highly skilled management team, which has extensive operational experience in Africa and Australia with proven success in advancing assets up the value curve.