Annual Results Update & Suspension
Keras Resources plc / Index: AIM / Epic: KRS / Sector: Mining
3 July 2023
Keras Resources plc ('Keras' or the 'Company')
Annual Results Update & Suspension
Keras Resources plc (AIM: KRS) announces that the audit process is complete but due to a matching day delay in funds receivable and funds payable explained below, the publishing of its audited Annual Report and Accounts for the year ended 31 December 2022 (the "Annual Report") will be delayed.
As announced on 30 March 2022, the Company entered into an agreement whereby Keras purchased the outstanding 49% equity interest in Falcon Isle Resources LLC and Falcon Isle Holdings LLC (collectively "Falcon Isle"'), the owner of the Diamond Creek Mine, for a total consideration of US$3.2m. Keras was due to make a cash payment of US$800,000, being part of the consideration for the acquisition of Falcon Isle, and a US$240,000 severance payment ("Total Payment") to the former CEO of Falcon Isle ("Helda"), on 1 July 2023. As announced on 18 May 2023, the Republic of Togo (the "State") committed to pay a cash consideration of US$1.7 million to Keras on 17 July 2023. It has always been the Company's intention to make the Falcon Isle payments from the amount receivable from the State and in May 2023 the Company requested Helda for a delay in making the Total payment until 18th July - this was declined.
Despite the deadline of July 17 for payment of the US$1.7m, the State with whom we have developed a positive rapport displayed their goodwill by issuing instructions to make the payment of 1.7 million on June 27, 2023, well ahead of schedule. Unfortunately, the Company had not received these funds in its own bank account at the close of business on 30 June 2023, and this has resulted in a technical default. Keras has received reassurances that the funds will be available in our account within the next 7 days and the default will be remedied immediately following the receipt of US$1.7 million from the State, within the 30 day period permitted in the agreement with the vendor of Falcon Isle.
As the Annual Report had not been released by 30 June 2023, being the deadline provided by Rule 19 of the AIM Rules for Companies (the "AIM Rules"), trading in the Company's ordinary shares on AIM will be suspended with effect from 7.30am on Monday 3 July 2023. The Annual Report is expected to be released as soon as the matters set out above are resolved, which is expected to be within seven days. Release of the Annual Report will permit the Company to request that the suspension is lifted.
In accordance with Rule 41 of the AIM Rules, the admission of the Company's shares to trading on AIM would be cancelled if the Company's shares are suspended from trading for six months.
Graham Stacey, CEO of Keras, commented, "It is very frustrating to have to delay the publishing of our accounts but it has highlighted the reason for taking 100% control of Diamond Creek and the proactive approach by the State, in fulfilling the US$1.7m payment in advance, underpins their commitment and augurs well for a productive collaboration on the Nayéga project, benefiting all parties involved.
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
**ENDS**
For further information please visit www.kerasplc.com, follow us on Twitter @kerasplc or contact the following:
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Graham Stacey
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Keras Resources plc |
info@kerasplc.com
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Nominated Adviser & Joint Broker Ewan Leggat / Charlie Bouverat
Joint Broker Damon Heath / Erik Woolgar
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SP Angel Corporate Finance LLP
Shard Capital Partners LLP
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+44 (0) 20 3470 0470
+44 (0) 207 186 9900
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Notes:
Keras Resources (AIM: KRS) wholly owns the Diamond Creek organic phosphate mine in Utah, US. Diamond Creek is one of the highest-grade organic phosphate deposits in the US and is a fully integrated mine to market operation with in-house mining and processing facilities. The operation produces a variety of organic phosphate products that can be tailored to customer organic fertiliser requirements.
The Company is focused on continuing to build market share in the fast-growing US organic fertiliser market and build Diamond Creek into the premier organic phosphate producer in the US.
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