Keras Res Regulatory News (KRS)

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

12 March 2019

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 2018 along with the notice of its Annual General Meeting, which is to be held on 4 April 2019.

Copies of the Company's full Annual Report and Financial Statements (the "Annual Report") will be posted to shareholders today and will also be made available to download today from the Company's website at https://www.kerasplc.com/constitutional-documents/.

The Company's Annual General Meeting ('AGM') will be held at Winchester Suite, The Washington Mayfair Hotel, 5 Curzon Street, Mayfair, London W1J 5HE on Thursday 4 April 2019 at 4.00 p.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 https://www.kerasplc.com/constitutional-documents/.

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's Statement

It gives me great pleasure to report on the substantial progress made in the last year to transform the Company from an exploration company, which, by its nature, requires regular injections of cash, to a cash generative mining company.

Manganese production / Togo

The primary focus of Keras during the year, in particular since the appointment of Russell Lamming as CEO, has been to make progress on the Nayega manganese project in Togo, in which we have an 85% interest.

In July 2018, Keras announced that, as a critical step in the Exploitation Permit approval process, it had been granted permission to undertake a bulk sampling metallurgical testwork programme at Nayega. This included the production of 10,000 tonnes of beneficiated manganese ore ('Mn'), for processing by a major producer of manganese-based alloys, for large scale metallurgical testwork, to assess the suitability of the ore in their Mn smelting facilities. The work programme, which is estimated to cost US$1.5m, is being fully funded by the end-user. Cost includes the capital equipment, as well as operating and logistics costs and management fees to Keras. The bespoke plant has been designed and constructed in South Africa and subsequently shipped to Togo, where it has been erected and is operating at its design capacity. Mining is being undertaken through a Togolese contractor, with whom Keras has established an excellent working relationship. It follows that the Company is in a position to continue producing beneficiated manganese ore at a rate of up to some 75,000 tonnes per annum without requiring further capital expenditure, subject to receiving appropriate approvals from the Togolese authorities.

The bulk sample has been delivered to the port of Lome for shipment by the end user. Of the end user funding, $750,000 was received on signature of the contract, and a further $750,000 has now been received. To cover the mismatch between the date of payments and receipts, Dave Reeves and I advanced a total of £300,000 to Keras as a short term, interest free, unsecured loan, repayable by the end of March 2019.

As part of our commitment to mining in Togo, 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 been undertaken.

Calidus Resources Limited

The previous year saw the successful capitalisation of the Company's Australian gold interests as Calidus Resources Limited ("Calidus"), and the listing of Calidus on the Australian Stock Exchange ('ASX'). 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 it remains the intention of the Directors is to distribute those Calidus Shares' to Keras shareholders when they are out of escrow, subject to any Calidus Shares which may be realised to provide working capital. The Company's legal advisers, Memery Crystal, have been retained to prepare the required documentation on a tax efficient basis.

Keras currently holds 475,000,000 Calidus Shares, and, in addition, 275,000,000 Performance Shares to be converted into the same number of Calidus Shares upon the announcement, by June 2020, of a positive pre-feasibility study ('PFS'), which demonstrates the Klondyke Project is commercially viable. Calidus has stated that it is targeting the release of the PFS in Q3 of 2019. The Directors consider that the best interests of shareholders will be served by making the distribution when the Performance Shares have been converted, rather than immediately at the end of the escrow period.

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. After conversion of the Performance Shares, therefore, Keras expects that it will own 723,750,000 Calidus Shares.

The Calidus Shares are included in the financial statements at fair value, as further set out in Note 18. While the Calidus share price has suffered a reduction during the year, in common with many ASX listed junior gold mining companies, the shares are included in the Consolidated Statement of Financial Position at a value of £11.5m, which represents approximately 0.5p per Keras ordinary share. As the escrow period ends in June 2019, the investment is now included within current assets.

Board changes

While there have been no changes in the membership of the board during the year, there have been significant changes in the roles of the directors. In March 2018, Russell Lamming was appointed as CEO, and tasked with developing the Group's assets in Togo, as well as seeking other ventures for Keras. Progress in Togo is set out above. At the same time, Dave Reeves relinquished executive responsibilities and remains a non-executive director.

Financial review

The Income Statement for the year shows a loss of £584,000 (2017 - profit £3,895,000). However, the two periods are not comparable as the prior year profit results from the transfer of Keras' Australian gold assets to Calidus, and not from trading. There was no revenue from trading in either year, but income from the production of manganese in Togo is expected to commence in the current year.

The Group structure has been further simplified in the year under review. The remaining subsidiaries in Australia and South Africa have been disposed of for nominal consideration, having been fully impaired in prior periods. As well as removing cost, this simplification allows Keras to concentrate on realising the potential of our manganese assets.

Cash conservation remains a priority until commercial mining can commence, and the non-executive directors are continuing to be remunerated at some 50% of their entitlements.

Outlook

Keras is now in a position to operate Nayega as a producing mine as soon as the exploitation licence is issued and is well placed to pursue other manganese related projects elsewhere in Africa. The 10,000-tonne bulk sample has been funded by the purchaser, and the plant installed for this purpose will allow commercial production to go ahead without delay or further capital expenditure. As announced on 16 January 2019, sample tests on the product indicated average manganese grades of more than 40%, exceeding our expectations and increasing potential profits at Nayega. The cobalt/nickel exploration licences are being evaluated as part of the general strategy in Togo.

The directors are actively negotiating other manganese related 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 continuing support.

Brian Moritz

Chairman

11 March 2019

STRATEGIC REPORT

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 primarily on progressing the Nayega manganese project in Togo and preparing for the extraction of the contracted 10,000 tonne sample of manganese ore. As and when an exploitation licence is obtained the Group intends to mine commercially at Nayega with the minimum of delay, initially using the facilities built for the bulk sample. A definitive feasibility study previously completed for Nayega indicates that the project represents significant value potential for the Group.

Further opportunities in the sphere of manganese are under negotiation elsewhere in Africa.

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 112,210,952 shares and currently hold approximately 23% 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

There was no turnover in the year under review.

The results of the Group are set out in detail in the financial statements. The Group reports a loss for the year of £584,000 (2017: profit £3.9m), the prior year profit arising from the gain on sale of the Australian gold assets.

The financial statements show that, at 30 September 2018, the Group had total assets of £13.1m (2017: £21.6m), and net assets of £12.4m (2017: £21.3m). The reduction is primarily due to the reduction in the quoted price of Calidus shares. The basis of valuation is set out in note 18 to the financial statements. Intangible assets total £1.2m (2017 : £1.2m) which now comprises exploration, evaluation and development expenditure on the Group's projects in Togo. In addition, the Group has made payments of £0.2m in respect of plant under construction for Nayega.

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 Nayega manganese project and other exploration projects in Togo, and no impairment has been deemed necessary. Other African assets have been disposed of.

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 Assets

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 (2012) 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 ("DFS") to develop an initial open-pit, 250,000tpa manganese operation. To support commercial mining at Nayega, we have applied for an Exploitation Licence. The Group continues to await the award of this, and consequently we have been unable to undertake commercial mining 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. We have received permission from the Togolese authorities to extract and process a 10,000-tonne bulk sample, which is being fully funded by the end user. Progress on this is described above and in the Chairman's Statement. Test sampling of the material produced as part of the bulk sample has indicated a manganese content in excess of 40% rather than the 35% envisaged in the DFS referred to above. As soon as the Exploitation Permit is granted, therefore, the directors intend to commence commercial production at the rate of approximately 75,000tpa without the requirement for further capital expenditure.

With the manganese price performing well this year and the higher grade of manganese identified in product samples, our view that Nayega offers significant value for Keras has been reinforced.

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.

South Africa - Leinster Manganese

The Group had previously discontinued this project and the cost has been fully impaired in previous years. It has now been disposed of.

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.

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 11 March 2019.

Russell Lamming

Director

11 March 2019

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2018

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2018

The financial statements were approved by the Board of Directors and authorised for issue on 11 March 2019.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2017

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2018

The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company profit and loss account. The Parent Company loss for the period was £354,000 (2017: profit of £2,951,000).

The financial statements of Keras Resources PLC, company number 07353748, were approved by the Board of Directors and authorised for issue on 11 March 2019.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2018

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2018