Keras Res Regulatory News (KRS)

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

24 February 2020

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 2019 along with the notice of its Annual General Meeting, which is to be held on 19 March 2020.

Copies of the Company's full Annual Report and Financial Statements (the "Annual Report") will be posted to shareholders on 25 February 2020 and will also be made available to download from the Company's website at www.kerasplc.com/documents.aspx 

The Company's Annual General Meeting ('AGM') will be held at Memery Crystal LLP, 165 Fleet Street, London EC4A 2DY on Thursday 19 March 2020 at 2.00 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 from the Company's website at www.kerasplc.com/documents.aspx. No consolidation of the Company's ordinary shares will be proposed at the AGM, this proposal is intended to be brought forward when the exploitation licence for the Nayega manganese project is granted.

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 since my last report to transform the Company into a cash generative mining company.

Manganese production / Togo

The primary focus of Keras during the year has once again been to progress the Nayega manganese project in Togo. Keras has held an 85% shareholding in the company owning the exploration licence, Société Générale de Mine SARL ("SGM"). As required for the grant of an exploitation licence, SGM has been converted from a SARL to a SA. Additionally, the Republic of Togo is entitled to a carried interest of 10% in SGM after the issue of the exploitation licence, which will have the effect of diluting Keras' 85% interest.

The bulk sampling metallurgical testwork programme at Nayega, announced in July 2018, was completed during the year. Approximately 10,000 tonnes of manganese ore ('Mn') was mined, beneficiated and shipped to 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 results of the testwork were very encouraging, as they not only demonstrated the suitability of the concentrate for sale in international markets, but also showed a higher manganese percentage than had been predicted. The work programme was fully funded by the end-user, including capital costs and management fees to Keras, with the result that a surplus over direct costs is shown in the Income Statement. The plant remains on site at Nayega, so that the Group 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. However, the intention is to upgrade the plant to increase production shortly after the exploitation licence has been signed. It is intended that this plant upgrade will be funded primarily through offtake finance rather than new equity.

On the exploitation licence itself, a decree was published from a meeting of the Council of Ministers of the Republic of Togo held on 18 October 2019, permitting SGM to undertake large scale mining at the Nayega manganese project. In preparation for the issue of the licence, as set out above, SGM has been converted to a Societe Anonyme, and the formal grant of the licence is expected in time to commence production in the current quarter, to 31 March 2020.

In order to be committed wholly to the mining of manganese at Nayega, we have decided to relinquish our five cobalt and nickel exploration licences, and the costs previously incurred have been written off.

Calidus Resources Limited

During the year Calidus Resources Limited ("Calidus") successfully completed and published a positive pre-feasibility study, which demonstrated that the Klondyke Project is commercially viable. As a result, the final tranche of Performance Shares in Calidus was converted to Ordinary Shares. The escrow period expired in June 2019 so that, at 30 September 2019, Keras owned 723,750,000 Calidus Shares.

The stated intention of the Directors had always been to demerge those Calidus Shares to Keras shareholders when they were out of escrow, and to do so in the most tax efficient way available. This required the Company to apply for tax clearances in both Australia and the United Kingdom. The timescales for obtaining such clearances meant that it was not possible to complete the demerger before 30 September 2019, but it has been completed subsequently by way of a capital reduction scheme which required approval by the High Court as well as shareholder approval. The circular to shareholders was posted on 27 September 2019 and the demerger was approved by shareholders on 14 October 2019. Following the second High Court hearing, the Calidus shares were transferred to Keras shareholders on the register at 6.00pm on 19 November 2019. Previous statements had indicated that some Calidus shares might be realised by Keras to provide working capital, and, in particular, the costs associated with the demerger. In the event, tax implications in Australia meant that this option was not pursued, and all of the Calidus shares were transferred to Keras shareholders. All of the costs of the demerger have been borne by Keras.

The Calidus Shares are included with current assets in the financial statements at fair value, as further set out in Note 18.

Management changes

While there have been no changes in the membership of the main board during the year, management at the subsidiary level has been strengthened by the appointment of Graham Stacey as Chief Operating Officer. Graham will take operational control of the Nayega mine when commercial production commences.

Financial review

The Income Statement for the year shows a loss of £471,000 (2018 - loss £584,000). This result includes the positive surplus from the bulk sample, but also reflects the build up of costs in anticipation of commercial production, the legal and other costs in connection with the application for the exploitation licence, and substantial costs in relation to the capital reduction and demerger. There was no revenue from trading in the year, but income from the production of manganese in Togo is expected to commence in the current year.

Cash conservation remains a priority until commercial mining commences. While it has been agreed that the fees payable to the non-executive directors will increase to more commercial amounts from 1 April 2019, cash payments to me are continuing to be restricted to some 50% of my previously contracted entitlements, and Dave Reeves has capitalised the whole of his entitlement.

Outlook

Keras is now in a position to operate Nayega as a producing mine as soon as the exploitation licence is finalised, and the decree promulgated by the Council of Ministers of the Republic of Togo means that commercial production should be achieved shortly.

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

21 February 2020

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 on two main areas:

1. Demerging its shares in Calidus Resources Limited to shareholders by way of a capital reduction scheme. This was finalised after the end of the financial year, in November 2019.

2. Progressing the Nayega manganese project in Togo and preparing for commercial production. In this context the Group extracted and shipped for testing a 10,000 tonne sample of beneficiated manganese ore. The Council of Ministers of the Republic of Togo has issued a decree granting the Group the right to mine manganese at Nayega and, 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.

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 further increased their holdings in the Company and currently hold approximately 26% 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 raisings. As the Group's projects become more advanced, the Board will seek mining and/or offtake finance, and may also investigate 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, but commercial sales are expected to commence in the current year.

The results of the Group are set out in detail in the financial statements. The Group reports a loss for the year of £471,000 (2018: loss £584,000).

The financial statements show that, at 30 September 2019, the Group had total assets of £11.5m (2018: £13.2m), and net assets of £11.2m (2018: £12.4m). 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. The capital reduction and demerger of Calidus shares, which became effective after the year end, results in a reduction in both gross and net assets of £9.9m, as well as eliminating the deficit on distributable reserves.

Fixed assets total £1.4m (2018: £1.4m) which now includes plant at the Nayega mine totalling £331,000 (2018: £230,000) as well as 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 Nayega manganese project and no impairment has been deemed necessary.

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.

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

Togo - Nayega Manganese Project (85% owned)

Keras currently holds an 85% interest in the Nayega manganese project, which covers 92,390 hectares in northern Togo, held through Societe Generale des Mines SARL. As part of the process to convert the exploration licence to an exploitation licence, the Government of Togo will be granted a carried equity interest of 10%, so diluting the interest of Keras. 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 Council of Ministers of the Republic of Togo has decreed that the Group has the right to mine manganese at Nayega, but the Group continues to await the award of the licence itself, and consequently we have been unable to undertake commercial mining activities during the year. Progress on this is described above and in the Chairman's Statement. Test sampling of the material produced as part of the bulk sample process 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, and to increase production capacity using offtake finance.

The Group had previously discontinued and disposed of all its other African projects.

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 Group may be held liable for offences under that Act committed by its employees or subcontractors, whether or not the Group or the Directors had knowledge of the committing of such offences.

Financial Instruments

Details of risks associated with the Group's financial instruments are given in Note 26 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 now operates solely in Togo, where it recruits locally as many of its 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 the United Kingdom ceased to be a member of EU on 31 January 2020, 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.

This Strategic Report was approved by the Board of Directors on 21 February 2020.

Russell Lamming

Director

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2019

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2019

The financial statements were approved by the Board of Directors and authorised for issue on 21 February 2020. They were signed on its behalf by:

Brian Moritz, Director

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2019

The available for sale assets reserve at 30 September 2018 has been reclassified to financial assets at FVOCI on adoption of IFRS 9.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2018

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2019

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2019

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 £711,000 (2018: loss of £354,000).

The financial statements of Keras Resources PLC, company number 07353748, were approved by the Board of Directors and authorised for issue on 21 February 2020. They were signed on its behalf by:

Brian Moritz, Director

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2019

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2019

**ENDS**