Keras Res Regulatory News (KRS)

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

1 March 2018

Keras Resources plc

('Keras' or the 'Company')

Final Results and Notice of AGM

Keras Resources plc, the AIM listed mineral resource company, is pleased to announce its final results for the year ended 30 September 2017 along with the notice of its Annual General Meeting, which is to be held on 29 March 2018.

Copies of the Company's full Annual Report and Financial Statements (the "Annual Report") will be posted to shareholders on 5 March 2018 and will also be made available to download today from the Company's website at www.kerasplc.com/documents.aspx 

The Company's Annual General Meeting ('AGM') will be held at Craven House, West Street, Farnham, Surrey, GU9 7EN on Thursday 29 March 2018 at 11.00a.m. A formal Notice of AGM and proxy form will be posted to the Company's shareholders with the Annual Report and will also be available to download today from the Company's website at www.kerasplc.com/documents.aspx

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

For further information please visit www.kerasplc.com, follow us on Twitter @kerasplc or contact the following:

Chairman Statement

During the year under review the Company has successfully capitalised its Australian gold interests, primarily the Klondyke Gold Project ('Klondyke') in Western Australia by reversing Klondyke into a company listed on the Australian Stock Exchange ('ASX'), Calidus Resources Limited ('Calidus'). Under the rules of the ASX the Company's ordinary shares in Calidus ('Calidus Shares') are held in escrow for a two year period which ends in June 2019, and the intention of the Directors is to distribute those Calidus Shares' to Keras shareholders at that time, subject to any Calidus Shares which may be realised to provide working capital.

Calidus acquired the Klondyke assets from Keras in June 2017 for the following consideration:

(i) 225,000,000 Calidus Shares were issued to Keras upon completion of the transaction ('Completion'); and

(ii) 525,000,000 shares upon Completion, which are to be converted to fully paid Calidus Shares following the achievement of certain milestones ('Performance Shares'), namely:

a) 250,000,000 Performance Shares to be converted into the same number of Calidus Shares upon the announcement, within 18 months of Completion, of a JORC compliant Indicated or Measured Resource of at least 500,000oz of gold at Klondyke; and

b) 275,000,000 Performance Shares to be converted into the same number of Calidus Shares upon the announcement, within 36 months of Completion, of a positive pre-feasibility study, which demonstrates the Klondyke Project is commercially viable.

3.5% of these shares will be transferred to Keras' financial advisers in respect of fees relating to the transaction, leaving 96.5% owned by Keras.

The first milestone was met in December 2017 when Calidus announced a 74% increase in the high grade Warrawoona Resource to 712,000 oz, at which time the first tranche of Performance Shares was converted to Calidus Shares, subject to the escrow arrangements set out above. Calidus has stated its intention to announce a pre-feasibility study before the end of 2018, which is expected to trigger the second milestone. By the end of the escrow period, therefore, Keras expects that it will own 723,750,000 Calidus Shares. The Calidus Shares are included in the financial Statements at fair value.

Aside from our investment in Calidus, we have an 85% interest in the Nayega Manganese Project in Togo, West Africa, which we believe offers significant upside due to its low capex, open pit, near-term production of 250,000 tonnes per annum of export potential manganese. Whilst we remain optimistic about the future development potential of this project, especially given the positive price performance of manganese, we continue to await the award of a mining licence.

As part of our commitment to mining in Togo, during the year we also obtained five exploration licences, covering 854.3 square kilometres of ground in Togo that cover previously discovered cobalt and nickel mineralisation. Initial exploration on the licences has commenced, and Keras is currently considering how best to advance this project.

The iron ore interests in Gabon have been sold for a nominal value to our partners in Gabon, as they are not economic at the current iron ore price. Assets in South Africa have been fully impaired, and the remaining subsidiary company will be liquidated as soon as regulatory approvals are obtained.

Board changes

During the year, Peter Hepburn-Brown resigned as director of Keras. Peter introduced the initial toll milling Australian gold projects to Keras and as part of the process of separating the two companies, Peter was appointed as a director of Calidus. I would like to thank Peter for his contribution to the Company.

Financial review

Due primarily to the disposal of the Klondyke assets in exchange for Calidus shares, the Income Statement shows a total consolidated profit for the year of £3,895,000 (2016 - loss £2,239,000). Taking into account the increased value of the Calidus Shares, the net assets at 30 September 2017 are £21,293,000 (2016 - £333,000). The net assets at 30 September 2017 represented 0.97p per share. Furthermore, the Group is now debt free.

Notwithstanding these improvements, the Directors continue to seek to preserve the Group's cash resources, in preparation for the grant of the mining licence in Togo. Overhead costs have been reduced to minimum levels, and each of the Directors has reduced his remuneration by at least 50%. The total being paid to the three directors is currently at a rate of £39,000 per annum, compared with total directors remuneration in the year under review of £214,000 and in the previous year £438,000.

Outlook

This has been a transformational year for Keras, with the capitalisation of our gold assets in Australia into Calidus Shares.

Keras intends to proceed to develop the manganese assets in Togo into a producing mine as soon as the mining licence is issued. However, this has been the situation for some considerable time. The cobalt exploration licences will be evaluated as part of the general strategy in Togo.

The directors are actively seeking other mineral opportunities and look forward to providing shareholders with further updates as appropriate.

Finally, I would like to take this opportunity to thank the rest of the board and our management team for their hard work, and shareholders for their support through what has proved to be a successful period of transition.

Brian Moritz

Chairman

28 February 2018

Operating Review

Principal Activities

The principal activity of the Group during the reporting period has been the exchange of the Group's Australian gold mining interests for shares in Calidus Resources Limited ("Calidus"), a company listed on the Australian Securities Exchange. Following this transaction the Group no longer mines in Australia and does not seek to exercise influence over the activities of Calidus, and holds its shares as a passive investor.

The main areas of activity during the reporting period were consequently in Australia, with some limited exploration work at the Group's manganese and cobalt projects in Togo.

In the upcoming year the Directors will focus on identifying new projects for the Group, as well as seeking to obtain the mining licence for the Nayega manganese mine in Togo.

Organisation Overview

The Group's business is directed by the Board and has been managed by David Reeves. The Group's previous senior management team was transferred to Calidus in June 2017. To date, the Group has mainly engaged the services of external contractors and consultants to provide services to its various projects such as mining and drilling services, metallurgical testwork, engineering design, and environmental studies. The structure reflects the relatively small scale nature of the Group's activities, which necessitates a balance between managing cash expenditure and achieving the Group's work programmes in a professional and timely manner.

Strategy and Business Plan

The Group's strategy is to target projects that increase shareholder value by taking projects through the life cycle from feasibility to development.

The Group's business model has established the Company as an efficient and low cost explorer/developer.

During the reporting period the Group was focussed on the transaction by which the Group's Australian gold assets were sold to Calidus, the consideration being Calidus shares. This transaction was completed in June 2017, and the Calidus shares are in escrow under the rules of ASX until June 2019, when it is intended that they will be distributed to Keras shareholders.

In Togo, while minimal work was undertaken at the Nayega Manganese project pending the award of a mining licence from the Togolese government, further exploration licences were obtained over areas known to host cobalt mineralisation and initial exploration was undertaken. Positive discussions with the Togolese Government continue, but with the current focus in Togo more on political issues, timing remains unclear.

A definitive feasibility study was previously completed for Nayega and the project still represents significant value potential for the Group.

In exploring and developing mineral deposits, the Group accepts that not all its exploration will be successful but also that the rewards for success can be high. It therefore expects that its shareholders will be invested for potential capital growth, taking a long-term view of management's good track record in mineral discovery and development. The Directors have increased their holdings in the Company by 257,416,546 shares and currently hold approximately 20% of the issued shares in Keras. We believe this stake provides further evidence of the Board's belief in and commitment to its strategy.

To date, the Group has financed its activities through equity and debt raisings. As the Group's projects become more advanced, the Board will seek mining finance, as well as investigating strategic opportunities to obtain funding for projects from future customers via production sharing, royalty and other marketing arrangements.

Financial and Performance Review

Turnover in the year under review derives from gold mining activities in Australia which have now been transferred to Calidus. Revenue for the period was £1.0m (2016 - £1.9m).

The results of the Group are set out in detail in the financial statements. The Group reports a profit for the year of £3.9m (2016: loss £2.2m). This profit arises from the gain on sale of the Australian gold assets as set out above.

The financial statements show that, at 30 September 2017, the Group had total assets of £21.6m (2016: £3.1m), and net assets of £21.3m (2016: £0.3m). The huge increase is primarily due to the fair value of Calidus shares, which amounted to £20.4m at 30 September 2017. The basis of valuation is set out in note 19 to the financial statements. Intangible assets total £1.2m (2016 : £2.0m) which now comprises exploration, evaluation and development expenditure on the Group's projects in Togo.

Expenditure such as pre-licence and reconnaissance costs is expensed in profit or loss as incurred.

The Directors have assessed the carrying value of the Group's assets, and no impairment has been made to the carrying value of the Nayega manganese project in Togo. Other African assets have either been disposed of or fully impaired.

Key Performance Indicators (KPIs)

During the year the Board monitored the following KPIs:

· Cash flow and working capital:

o Short (

o Management accounts prepared on a monthly basis for the Group's key subsidiaries and quarterly on a consolidated basis; and

o Weekly reporting of the Group's working capital position.

Should the Group receive a mining permit for the Nayega Manganese project, activities at this project could increase substantially from the current reporting period, to include production forecasts and mine plans.

African Portfolio

Togo - Nayega Manganese Project (85% owned)

Keras holds an 85% interest in the Nayega manganese project, which covers 92,390 hectares in northern Togo, held through Societe Generale des Mines SARL. The project is 30km from a main road, which has direct access to the regionally important deep-water port of Lome 600km away that has >800,000t per annum back loading capabilities.

Having defined a JORC Code compliant Indicated and Measured Resource of 11.0Mt @ 13.1% manganese, the Group has completed the majority of the Phase 1 Definitive Feasibility Study to develop an initial open-pit, 250,000tpa manganese operation. To support this proposed development, we have applied for a Mining Permit. The Group continues to await the award of this, and consequently we have not undertaken any significant activities during the year. However, we would like to assure shareholders that we have all the relevant documents, government assurances and local support in place so that we are well positioned to deliver first production within approximately nine months from a development decision, subject to the availability of mining finance.

With the manganese price performing well this year we remain unchanged in our view that Nayega offers significant value for Keras and we are currently assessing the best ways in which to realise this.

Initial reconnaissance work at the cobalt licences has been undertaken and results are being assessed. Until movement in the granting of the manganese licence is observed, operations are being kept to a minimum.

Gabon - Mebaga Iron Ore (previously 78% owned)

The Mebaga iron ore project has been disposed of to our partner in Gabon for nominal consideration.

South Africa - Leinster Manganese (74% owned)

The Company has discontinued this project and the licence holding subsidiary will be liquidated as soon as regulatory approval is received. The cost has been fully impaired in previous years.

Risk Management

The Board regularly reviews the risks to which the Group is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible.

The principal risks and uncertainties facing the Group at this stage in its development are:

Exploration Risk

The Group's business has been primarily mineral exploration and evaluation which are speculative activities and whilst the Directors are satisfied that good progress is being made, there is no certainty that the Group will be successful in the definition of economic mineral deposits, or that it will proceed to the development of any of its projects or otherwise realise their value.

The Group aims to mitigate this risk when evaluating new business opportunities by targeting areas of potential where there is at least some historical drilling or geological data available.

Resource Risk

All mineral projects have risk associated with defined grade and continuity. Mineral reserves and resources are calculated by the Group in accordance with accepted industry standards and codes but are always subject to uncertainties in the underlying assumptions which include geological projection and commodity price assumptions.

The Group reports mineral resources and reserves in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ('the JORC Code'). The JORC Code is a professional code of practice that sets minimum standards for public reporting of mineral exploration results, mineral resources and ore reserves. Further information on the JORC Code can be found at www.jorc.org.

Development Risk

Delays in permitting, financing and commissioning a project may result in delays to the Group meeting production targets. Changes in commodity prices can affect the economic viability of mining projects and affect decisions on continuing exploration activity.

Mining and Processing Technical Risk

Notwithstanding the completion of metallurgical testwork, test mining and pilot studies indicating the technical viability of a mining operation, variations in mineralogy, mineral continuity, ground stability, ground water conditions and other geological conditions may still render a mining and processing operation economically or technically non-viable.

The Group has a small team of mining professionals experienced in geological evaluation, exploration, financing and development of mining projects. To mitigate development risk, the Group supplements this from time to time with engagement of external expert consultants and contractors.

Environmental Risk

Exploration and development of a project can be adversely affected by environmental legislation and the unforeseen results of environmental studies carried out during evaluation of a project. Once a project is in production unforeseen events can give rise to environmental liabilities.

The Group is currently in the exploration stage. Any disturbance to the environment during this phase is minimal and is rehabilitated in accordance with the prevailing regulations of the countries in which we operate.

Financing & Liquidity Risk

The Group has an ongoing requirement to fund its activities through the equity markets and in future to obtain finance for project development. There is no certainty such funds will be available when needed. To date, Keras has managed to raise funds primarily through equity and debt placements despite the very difficult markets that currently exist for raising funding in the junior mining industry.

Political Risk

All countries carry political risk that can lead to interruption of activity. Politically stable countries can have enhanced environmental and social permitting risks, risks of strikes and changes to taxation whereas less developed countries can have in addition, risks associated with changes to the legal framework, civil unrest and government expropriation of assets.

Partner Risk

Whilst there has been no past evidence of this, the Group can be adversely affected if joint venture partners are unable or unwilling to perform their obligations or fund their share of future developments.

The Group aims to mitigate this risk by 1) holding significant majority shareholdings in our projects that we can commit to funding our minority partners until production and positive cash flow and 2) endeavouring to enter into joint venture funding arrangements with large and credible counterparties.

Bribery Risk

The Group has adopted an anti corruption policy and whistle blowing policy under the Bribery Act 2010. Notwithstanding this, the Company may be held liable for offences under that Act committed by its employees or subcontractors whether or not the Company or the Directors have knowledge of the commission of such offences.

Financial Instruments

Details of risks associated with the Group's financial instruments are given in Note 29 to the financial statements. Given the nature of the Group's activities, Keras does not utilise any complex or derivative financial instruments.

Insurance Coverage

The Group maintains a suite of insurance coverage that is appropriate for the Group and Company. This is arranged via a specialist mining insurance broker and coverage includes public and products liability, travel, property and medical coverage and assistance while Group employees and consultants are travelling on Group business. This is reviewed at least annually and adapted as the Group's scale and nature of activities changes.

Internal Controls and Risk Management

The Directors are responsible for the Group's system of internal financial control. Although no system of internal financial control can provide absolute assurance against material misstatement or loss, the Group's system is designed to provide reasonable assurance that problems are identified on a timely basis and dealt with appropriately.

In carrying out their responsibilities, the Directors have put in place a framework of controls to ensure as far as possible that ongoing financial performance is monitored in a timely manner, that corrective action is taken and that risk is identified as early as practically possible. The Directors review the effectiveness of internal financial control at least annually.

The Board, subject to delegated authority, reviews capital investment, property sales and purchases, additional borrowing facilities, guarantees and insurance arrangements.

The Board takes account of the significance of social, environmental and ethical matters affecting the business of the Group. At this stage in the Group's development the Board has not adopted a specific policy on Corporate Social Responsibility as it has a limited pool of stakeholders other than its shareholders. Rather, the Board seeks to protect the interests of Keras' stakeholders through individual policies and through ethical and transparent actions.

The Group has adopted an anti-corruption and bribery policy and a whistle blowing policy.

Shareholders

The Directors are always prepared, where practicable, to enter into dialogue with shareholders to promote a mutual understanding of objectives. The Annual General Meeting provides the Board with an opportunity to informally meet and communicate directly with investors.

Environment

The Board recognises that its principal activities, mineral exploration and mining, have potential to impact on the local environment. To date, activities at the various projects have been limited to mining and drilling activities and the Group does comply with local regulatory requirements with regard to environmental compliance and rehabilitation. The impact on the environment of the Group's activities has the potential to increase should our projects move into a development or production phase. This is currently assessed through baseline environmental studies that are being undertaken and identifying resources needed to manage environmental compliance in the future. During the year the Group engaged an experienced environment consultant to assist with assist with fulfilling our environmental regulatory obligations at the Australian gold projects.

Given the Group's size and scale it is not considered practical or cost effective to collect and report data on carbon emissions.

Employees

The Group engages its employees to understand all aspects of the Group's business and seeks to remunerate its employees fairly, being flexible where practicable. The Group gives full and fair consideration to applications for employment received regardless of age, gender, colour, ethnicity, disability, nationality, religious beliefs, transgender status or sexual orientation. The Group takes account of employees' interests when making decisions and welcomes suggestions from employees aimed at improving the Group's performance.

The Group has operated projects in South Africa, Gabon and Togo and Australia. We have recruited locally as many of our employees and contractors as practicable.

Suppliers and Contractors

The Group recognises that the goodwill of its contractors, consultants and suppliers is important to its business success and seeks to build and maintain this goodwill through fair dealings. The Group has a prompt payment policy and seeks to settle all agreed liabilities within the terms agreed with suppliers. There have been occasions during the reporting period where this has been extended beyond normal terms as the Group has managed cash flow during the year during current difficult market conditions.

Health and Safety

The Board recognises that it has a responsibility to provide strategic leadership and direction in the development of the Group's health and safety strategy in order to protect all of its stakeholders. The Group does not have a formal health and safety policy at this time. This is re-evaluated as and when the Group's nature and scale of activities change.

Brexit

Although Article 50 of the European Treaty to leave the EU has been invoked and the impact of foreign exchange fluctuations has been evident, the threats and opportunities of 'Brexit' are still largely unknown. Despite no immediately foreseeable impact on the Group, the Directors are monitoring developments closely.

This Strategic Report was approved by the Board of Directors on 28 February2018.

Brian Moritz

Director

28 February 2018

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2017

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2017

The financial statements were approved by the Board of Directors and authorised for issue on 28 February 2018. They were signed on its behalf by:

Brian Moritz,

Director

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2017

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2016

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2017

**ENDS**