Keras Res Regulatory News (KRS)

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

6 November 2019

Keras Resources plc

('Keras' or the 'Company')

Confirmation of Reduction of Capital

Keras Resources plc, an AIM listed mineral resource company, is pleased to announce that the High Court of Justice (the 'Court') has made an order approving a reduction of the Company's capital, under the Companies Act 2006. The reduction comprises the cancellation of the Company's share premium account (the 'First Reduction').

Details of the First Reduction were set out in the circular to the Company's shareholders, dated 27 September 2019 (the 'Circular'), and the proposal was approved by shareholders at a general meeting of the Company held on 14 October 2019 (the 'General Meeting').

The First Reduction does not change the number of issued ordinary shares of 0.1 pence each in the capital of the Company, ('Ordinary Shares'), which remains at 2,491,358,439, nor the number of issued deferred shares of 0.4 pence each in the capital of the Company ('Deferred Shares'), which remains at 1,193,794,390.

On 19 November 2019, a further hearing is scheduled to take place in relation to the cancellation and repayment of: (a) all issued Deferred Shares; and (b) 0.09p of the capital paid up on each issued Ordinary Share (the 'Demerger Reduction').

The repayment will be by way of transferring 723,750,000 ordinary shares in Calidus Resources Limited ('Calidus Shares') currently held by the Company to eligible shareholders. Eligible shareholders will be entitled to receive 1 Calidus Share for every 3.44229 Ordinary Shares registered in their name on the record date, which is expected to be at 6.00pm on the day of Court approval of the Demerger Reduction. The transfer of Calidus Shares to eligible shareholders is expected to take place by 29 November 2019, and before a proposed consolidation of the Calidus Shares which, if approved by Calidus shareholders, will take effect on 29 November 2019.

Details of the Demerger Reduction were set out in the Circular and approved by shareholders at the General Meeting. A further announcement will be made following the Court hearing in relation to the Demerger Reduction.

**ENDS**

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Notes

Keras Resources plc is focused on building a strategic portfolio of resource assets, providing investors with exposure to a portfolio of development assets including manganese, cobalt and nickel in Togo, West Africa. It is also in the process of transferring its holding of shares in Calidus Resources Limited to its shareholders by way of a capital reduction. The Company benefits from a skilled management team, which has extensive experience in the resource sector and proven success in advancing assets up the value curve.