Interim Results

Keras Resources PLC

30 September 2026

 

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

30 September 2026

Keras Resources plc ('Keras' or the 'Company')

Interim Results

Keras Resources plc (AIM: KRS) announces its unaudited half year results for the six months ending 30 June 2026.

Overview:

• The Company continued its US phosphate operations through Falcon Isle Resources (“FIR”) and generated revenue from its advisory activities in Togo.
• The US phosphate business is presented as a discontinued operation, with its assets and liabilities classified as held for sale at 30 June 2026.
• Following the period end, Keras announced its proposed acquisition of an initial 51% interest in Cornerstone Mining (Pty) Ltd in Namibia and the disposal of Keras US LLC, which owns the US phosphate business.
• These transactions form part of the Company’s proposed transition towards copper exploration and development and remain subject to shareholder approval and the other conditions announced on 14 September 2026.

REVIEW

The first half of 2026 has been a period of significant transition for Keras, culminating in the proposed strategic repositioning announced on 14 September 2026. This marks an exciting new chapter as we look to pivot Keras back to Africa through the sale of Keras US LLC (“Keras US”) which owns the Diamond Creek mine in Utah, USA (“Diamond Creek”) and establish a new growth platform focused on copper in Namibia, drawing on the Board and wider team’s extensive experience of developing and operating mining projects across the continent.

Central to this strategy is the proposed acquisition of an initial 51% interest in Cornerstone Mining (Pty) Ltd, with an option to increase our ownership to 70%. Cornerstone has assembled a contiguous 6,214-hectare land position in the Kaoko Copper Belt in north-western Namibia, together with strategic partnerships with local Mining Claim holders. The portfolio provides exposure both to near-surface copper oxide opportunities capable of supporting a staged development strategy and to the potential for larger mineralised systems across the broader licence package. Importantly, historical work includes diamond drilling, geological mapping, geophysics, soil sampling and reconnaissance, as well as a ~15,000-tonne bulk sample on EPL 4305.

Our strategy is to build on that foundation, initially pursuing opportunities for small-scale oxide production through Cornerstone’s partnerships with Namibian Mining Claim holders, while exploring the wider land package and deeper mineralisation. Capital will be deployed against technical results, with each phase of work designed to provide the information required to determine the appropriate level of investment in the next.

Alongside the Cornerstone investment, the proposed disposal of our US phosphate business allows us to realise value from Diamond Creek while retaining exposure to future production. Under the transaction, Keras will receive US$1 million in cash, approximately £923,000 of convertible loan note indebtedness will be cancelled, and Keras will retain an uncapped royalty of US$10 per long ton on qualifying future Diamond Creek production. Together with the Company’s existing Nayéga royalty interest, the two royalty streams are currently estimated to generate approximately £50,000 per month, providing cash flow to support the Company’s wider activities.

The proposed transactions will leave Keras in a materially stronger financial position. Following completion of the Transactions and the conditionally raised up to £1.8 million Fundraise, Keras expects to have a controlling interest in a significant Namibian copper land position, no debt and approximately £1.83 million in cash, while retaining royalty exposure to assets previously developed by the Company.

Keras has also committed a development loan facility of up to US$2.0 million to Cornerstone, providing funding in stages to expand exploration, undertake resource-definition work and advance activities in Namibia.

We believe the combination of Cornerstone’s land position and local partnerships, our strengthened balance sheet and growing interest in the Kaoko Copper Belt gives us a strong platform from which to build the business and create value for shareholders and our wider stakeholders.

Corporate:

In line with the strategic repositioning of the Company, a number of changes to the Board have taken effect. Russell Lamming has stepped down as Chairman and assumed the role of Chief Executive Officer, while Andrew Malashewsky joined the Board as Chief Financial Officer. Nicholas (“Nick”) Taylor joined the Board as Non-Executive Chairman, and Claire Parry continues as Senior Independent Non-Executive Director. Additionally, Brian Moritz will retire from the Board at the conclusion of the AGM on 12 October 2026.

Nick Taylor brings more than 30 years of experience in accounting, banking, corporate strategy and natural-resources transactions. Russell Lamming is a geologist and mining, commodities and capital-markets executive with more than 25 years of experience in Africa, while Andrew Malashewsky is a Canadian Chartered Professional Accountant with experience across public exploration companies, mine acquisition and development, international commodity businesses and corporate finance. Claire Parry provides continuity and extensive experience in IFRS reporting, governance and financial control for quoted natural-resources companies. The Board thanks Brian Moritz for his significant contribution to Keras since its inception and for his many years of service to the Company and its shareholders.

The Company is intending to change its name from Keras Resources plc to Okopa plc, subject to shareholder approval at the AGM. The new name reflects the Company’s strategic repositioning following the disposal of its US phosphate operations and its investment in the Namibian copper portfolio, marking the transition to a business focused on the exploration and development of copper assets in Namibia.

Related Party Transactions:

During the period, The Diane H. Grosso Credit Shelter Trust, an associate of substantial shareholder Christopher Grosso, advanced loans totalling US$450,000 to FIR to pay for certain items of plant and equipment at the Diamond Creek organic phosphate mine in Utah, US. The loan remained outstanding at 30 June 2026 (£339,000) and is included in Disposal Group borrowings. Subsequent to the period end, loans totalling a further $300,000 were advanced to FIR by The Diane H. Grosso Credit Shelter Trust. On 29 September 2026, the loans to FIR from The Diane H. Grosso Credit Shelter Trust totalling US$750,000 (approximately £567,000), were formalised and converted into a promissory note bearing interest at 8% per annum and maturing in August 2027. The loans will be extinguished on completion of the conditional disposal of the US phosphate business, which is subject to receipt of shareholder approval.

As The Diane H. Grosso Credit Shelter Trust is an associate of substantial shareholder, Christopher Grosso, the above transactions constitute related party transactions and therefore should have been disclosed as such at the time. The Directors, all of whom are independent of the transactions, having consulted with the Company’s nominated adviser, SP Angel Corporate Finance LLP, consider that the terms of the transactions are fair and reasonable insofar as the Company’s shareholders are concerned.

Conclusion:

This is a new chapter in your company’s journey. The resolutions being put to shareholders at the forthcoming AGM are required for the proposed transactions, the second tranche of the Fundraise and the proposed change of name to Okopa plc to proceed. The Board has therefore recommended that shareholders vote in favour of the resolutions.

We look forward to this next phase and to keeping shareholders updated as we advance the Cornerstone portfolio.

Throughout this report, “Keras” or the “Company” means Keras Resources PLC and the “Group” means the Company and its subsidiaries. “FIR” means Falcon Isle Resources Corp. The US phosphate business proposed for disposal is referred to as the “Disposal Group,” as defined in the Chief Executive Officer’s review and Note 3. Amounts in the financial statements and tables are in £’000 unless otherwise stated.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2026

	Notes	6 months to 30-Jun-26 (unaudited) £’000	6 months to 30-Jun-25 (unaudited) Re-presented £’000	12 months to 31-Dec-25 (unaudited) Re-presented £’000
Continuing operations
Revenue	4	244	–	93
Administrative expenses		(194)	(266)	(502)
Operating profit / (loss)		50	(266)	(409)
Finance costs		(19)	(22)	(180)
Profit / (loss) before taxation		31	(288)	(589)
Taxation		–	–	–
Profit / (loss) from continuing operations		31	(288)	(589)
Loss from discontinued operations	3(b)	(282)	(11)	(2,691)
Loss for the period		(251)	(299)	(3,280)
Other comprehensive income
Items that may subsequently be reclassified to profit or loss
Exchange translation on foreign operations		14	(244)	(51)
Total comprehensive loss for the period		(237)	(543)	(3,331)
Loss attributable to owners of the Company		(251)	(299)	(3,280)
Total comprehensive loss attributable to owners		(237)	(543)	(3,331)
Earnings per share (pence)	5
Basic and Diluted — total operations		(0.160)	(0.308)	(2.732)
Basic and Diluted — continuing operations		0.020	(0.297)	(0.491)

KERAS RESOURCES PLC

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2026

	Notes	30-Jun-26 (unaudited) £’000	30-Jun-25 (unaudited) £’000	31-Dec-25 (audited) £’000
Non-current assets
Intangible assets	3	–	3,293	517
Property, plant and equipment	3	–	1,275	1,461
Investment in associated company	3	–	139	–
Total non-current assets		–	4,707	1,978
Current assets
Inventories	3(c)	–	476	482
Trade and other receivables	3(c)	41	511	591
Cash and cash equivalents	3(a)	295	38	153
Assets of Disposal Group held for sale	3(a)	3,759	–	–
Total current assets		4,095	1,025	1,226
Total assets		4,095	5,732	3,204
Equity attributable to owners of the Company
Share capital	5	1,569	990	1,569
Share premium		6,262	6,091	6,262
Share option reserve		–	116	–
Exchange reserve		(127)	(334)	(141)
Convertible loan reserve		116	715	116
Retained deficit		(7,633)	(4,517)	(7,382)
Total equity		187	3,061	424
Current liabilities
Trade and other payables	6	536	680	757
Liabilities associated with Disposal Group	3(a)	2,494	–	–
Total current liabilities		3,030	680	757
Non-current liabilities
Loans and borrowings	6	878	1,991	2,023
Total non-current liabilities		878	1,991	2,023
Total liabilities		3,908	2,671	2,780
Total equity and liabilities		4,095	5,732	3,204

KERAS RESOURCES PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2026 (UNAUDITED)

	Share capital £’000	Share premium £’000	Share option reserve £’000	Exchange reserve £’000	Convertible loan reserve £’000	Retained deficit £’000	Total £’000
At 1 January 2026	1,569	6,262	–	(141)	116	(7,382)	424
Loss for the period	–	–	–	–	–	(251)	(251)
Other comprehensive income	–	–	–	14	–	–	14
Total comprehensive loss	–	–	–	14	–	(251)	(237)
Transactions with owners	–	–	–	–	–	–	–
At 30 June 2026	1,569	6,262	–	(127)	116	(7,633)	187

KERAS RESOURCES PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE SIX MONTHS ENDED 30 JUNE 2025 (UNAUDITED)

	Share capital £’000	Share premium £’000	Share option reserve £’000	Exchange reserve £’000	Convertible loan reserve £’000	Retained deficit £’000	Total £’000
At 1 January 2025	954	6,073	116	(90)	116	(4,218)	2,951
Loss for the period	–	–	–	–	–	(299)	(299)
Other comprehensive loss	–	–	–	(244)	–	–	(244)
Total comprehensive loss	–	–	–	(244)	–	(299)	(543)
Issue of ordinary shares	36	18	–	–	–	–	54
Convertible loan equity component	–	–	–	–	599	–	599
Total transactions with owners	36	18	–	–	599	–	653
At 30 June 2025	990	6,091	116	(334)	715	(4,517)	3,061

KERAS RESOURCES PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025 (AUDITED)

	Share capital £’000	Share premium £’000	Share option reserve £’000	Exchange reserve £’000	Convertible loan reserve £’000	Retained deficit £’000	Total £’000
At 1 January 2025	954	6,073	116	(90)	116	(4,218)	2,951
Loss for the year	–	–	–	–	–	(3,280)	(3,280)
Other comprehensive loss	–	–	–	(51)	–	–	(51)
Total comprehensive loss	–	–	–	(51)	–	(3,280)	(3,331)
Issue of ordinary shares	615	249	–	–	–	–	864
Share issue costs	–	(60)	–	–	–	–	(60)
Share options lapsed	–	–	(116)	–	–	116	–
Total transactions with owners	615	189	(116)	–	–	116	804
At 31 December 2025	1,569	6,262	–	(141)	116	(7,382)	424

KERAS RESOURCES PLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2026

	6 months to 30-Jun-26 (unaudited) £’000	6 months to 30-Jun-25 (unaudited) £’000	12 months to 31-Dec-25 (audited) £’000
Cash flows from operating activities
Loss from operating activities	(243)	(295)	(262)
Depreciation and amortisation	73	57	129
Share of associate loss / (profit)	–	(30)	161
Finance and other adjustments	13	98	–
Cash flow before working capital	(157)	(170)	28
(Increase) / decrease in inventories	(319)	55	49
Increase in trade and other receivables	(26)	(192)	(272)
Increase / (decrease) in trade and other payables	517	(94)	(72)
Cash generated by / (used in) operations	15	(401)	(267)
Finance costs paid	–	(73)	(308)
Finance and rent receipts	–	69	90
Net cash from / (used in) operating activities	15	(405)	(485)
Cash flows from investing activities
Acquisition of property, plant and equipment	(423)	(6)	(232)
Intangible asset receipts	–	22	–
Investment in associated company	–	(68)	(104)
Proceeds on disposal of property, plant and equipment	–	–	39
Deferred acquisition consideration paid	–	(583)	(583)
Net cash used in investing activities	(423)	(635)	(880)
Cash flows from financing activities
Net proceeds of share capital issues	–	54	205
Proceeds of borrowings	335	750	969
Non-interest-bearing advances received	224	–	–
Net cash from financing activities	559	804	1,174
Net increase / (decrease) in cash	151	(236)	(191)
Cash at beginning of period	153	249	249
Effect of exchange rate changes	–	25	95
Cash at end of period, including Disposal Group	304	38	153

KERAS RESOURCES PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2026

1. Reporting entity

Keras Resources PLC is incorporated and domiciled in England and Wales. These condensed consolidated interim financial statements comprise the Company, its subsidiaries and its interest in an associate. The Group provides manganese advisory services in Togo and operates the US phosphate business presented as discontinued operations in Note 3.

2. Basis of preparation

(a) Accounting basis and policies

These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, applying UK-adopted international accounting standards. They should be read with the audited financial statements for the year ended 31 December 2025. Accounting policies are unchanged, except for the held-for-sale and discontinued-operation presentation described in Note 3.

The interim financial information does not constitute statutory accounts. The 2025 annual comparatives are derived from the audited accounts. Amounts are in pounds sterling, rounded to £’000. The re-presentation of comparative results and discontinued cash flows has not been audited; the underlying annual totals are unchanged. Comparative statements of financial position retain their previously reported presentation. The annual statement of changes in equity retains its audited presentation.

The Board authorised these financial statements for issue on 29 September 2026.

(b) Judgements and estimates

The principal judgements are the FIR held-for-sale classification and measurement, recognition of further PhoSul losses and going concern. The basis of estimation is consistent with the annual accounts. The material disposal judgement and current-period asset charges are explained in Note 3.

(c) Going concern

The Directors have assessed the Group’s funding requirements, including the proposed FIR disposal, related debt cancellation and subscription funding, together with Togo cash flows and the Namibia acquisition and development commitments described in Note 8. Completion of the conditional transactions depends on shareholder approval.

The Directors have a reasonable expectation that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going concern basis.

KERAS RESOURCES PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2026 (CONTINUED)

3. Disposal Group held for sale and discontinued operations

(a) Classification and carrying amount

The “Disposal Group” comprises Keras US LLC, Falcon Isle Resources Corp (“FIR”), Falcon Isle Holdings LLC and the 50% interest in PhoSul Utah LLC, being the US phosphate business proposed for sale. At 30 June 2026, the Board was committed to the disposal and was finalising a sale agreement. The business was available for immediate sale in its present condition, completion within twelve months was highly probable, the proposed terms were reasonable in relation to its value, and withdrawal or significant changes to the plan were unlikely. The agreement signed on 12 September 2026 supports that assessment (Note 8(b)).

The Disposal Group is the Group’s separate US phosphate business and is presented as a discontinued operation and Disposal Group held for sale. It remains consolidated until control is lost. The Disposal Group is measured at the lower of carrying amount and fair value less costs to sell, subject to IFRS 5 measurement exceptions. Depreciation and amortisation were charged to classification on 30 June 2026 and cease thereafter for assets within IFRS 5’s measurement scope.

	30-Jun-26 (unaudited) £’000
Property, plant and equipment	1,861
Exploration and development assets	497
Inventories	812
Trade and other receivables	580
Cash and cash equivalents	9
Assets classified as held for sale	3,759
Trade and other payables	975
Loans and borrowings	1,519
Liabilities associated with the Disposal Group	2,494
Net carrying amount of the Disposal Group	1,265

The Group’s exchange reserve of £(127,000) remains in equity until disposal. Cash of £9,000 within the Disposal Group is included in Group cash for the cash-flow statement.

KERAS RESOURCES PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2026 (CONTINUED)

3. Disposal Group held for sale and discontinued operations (continued)

(b) Results and cash flows

	6 months to 30-Jun-26 (unaudited) £’000	6 months to 30-Jun-25 (unaudited) Re-presented £’000	12 months to 31-Dec-25 (unaudited) Re-presented £’000
Revenue	582	415	1,349
Cost of production	(593)	(116)	(446)
Gross (loss) / profit	(11)	299	903
Administrative expenses	(282)	(358)	(595)
Share of associated company result	–	30	(161)
Operating (loss) / profit	(293)	(29)	147
Finance costs	(38)	(51)	(128)
Rent and finance income	49	69	90
Impairment	–	–	(2,800)
Loss before taxation	(282)	(11)	(2,691)
Taxation	–	–	–
Loss from discontinued operations	(282)	(11)	(2,691)

	6 months to 30-Jun-26 (unaudited) £’000	6 months to 30-Jun-25 (unaudited) Re-presented £’000	12 months to 31-Dec-25 (unaudited) Re-presented £’000
Operating cash flows	(21)	(40)	(231)
Investing cash flows	(423)	(52)	(297)
Financing cash flows	335	–	219
Net cash outflow before exchange	(109)	(92)	(309)
Exchange effect on cash	–	25	95

KERAS RESOURCES PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2026 (CONTINUED)

3. Disposal Group held for sale and discontinued operations (continued)

(c) Asset movements and receivables

	PPE £’000	Intangibles £’000	Total £’000
At 1 January 2026	1,461	517	1,978
Additions	423	–	423
Depreciation / amortisation	(47)	(26)	(73)
Exchange movements	24	6	30
At 30 June 2026, included in held-for-sale assets	1,861	497	2,358

Intangibles comprise exploration and development rights. Goodwill remains fully impaired. The 2025 impairment comprised £892,000 of goodwill and £1.908 million of exploration and development assets; these amounts remain in consolidation. Exploration and development expenditure is amortised using units of production. No impairment reversal has been recognised.

Phosphate inventories of £812,000 (June 2025: £476,000; December 2025: £482,000) are included in assets of the Disposal Group. Inventories remain measured at the lower of cost and net realisable value. Comparative balance sheets retain their previously reported presentation.

	30-Jun-26 (unaudited) £’000	30-Jun-25 (unaudited) £’000	31-Dec-25 (audited) £’000
Trade receivables	30	235	512
Other receivables	–	256	68
Prepayments	11	20	11
Receivables shown separately on the statement of financial position	41	511	591
Receivables included in held-for-sale assets	580	–	–
Total Group receivables	621	511	591

At 31 December 2025, receivables from PhoSul Utah LLC were £399,000. Current-period related party balances and transactions are addressed in Note 7. The £41,000 shown separately at 30 June 2026 excludes the Disposal Group; the June and December 2025 comparative amounts include all Group receivables, as those balance sheets have not been re-presented as held for sale.

KERAS RESOURCES PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2026 (CONTINUED)

4. Segment information and seasonality

The reportable activities are US phosphate mining and processing (discontinued) and manganese advisory services in Togo. Central costs are included in other continuing operations. Russell Lamming, then Executive Chairman and now Chief Executive Officer, was the chief operating decision maker during the period.

Six months ended 30 June 2026 (unaudited)

	Phosphate (discontinued) £’000	Other (continuing) £’000	Total £’000
External revenue	582	244	826
(Loss) / profit before taxation	(282)	31	(251)
Segment assets	3,759	336	4,095

Six months ended 30 June 2025 (unaudited, re-presented)

	Phosphate (discontinued) £’000	Other (continuing) £’000	Total £’000
External revenue	415	–	415
Loss before taxation	(11)	(288)	(299)
Segment assets (as previously reported)	4,720	1,012	5,732

Year ended 31 December 2025 (results unaudited and re-presented; assets as reported)

	Phosphate (discontinued) £’000	Other (continuing) £’000	Total £’000
External revenue	1,349	93	1,442
Loss before taxation	(2,691)	(589)	(3,280)
Segment assets (as previously reported)	1,503	1,701	3,204

Comparative results are re-presented on the discontinued-operation basis used in Note 3, including the allocation of the 2025 impairment to phosphate. Comparative segment assets retain the allocation previously reported and are not reclassified as held for sale; that allocation differs from the current Disposal Group presentation.

KERAS RESOURCES PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2026 (CONTINUED)

4. Segment information and seasonality (continued)

Geographical information is presented below on the same basis as the operating-segment tables. US amounts relate to the phosphate business. Other comprises UK administration and holding-company activities, consolidation adjustments and advisory services relating to Togo. Revenue in Other relates to Togo; no external revenue arose in the United Kingdom in the periods presented.

Six months ended 30 June 2026 (unaudited)

	US £’000	Other £’000	Total £’000
External revenue	582	244	826
(Loss) / profit before taxation	(282)	31	(251)
Segment assets	3,759	336	4,095

Six months ended 30 June 2025 (unaudited, results re-presented)

	US £’000	Other £’000	Total £’000
External revenue	415	–	415
Loss before taxation	(11)	(288)	(299)
Segment assets (as previously reported)	4,720	1,012	5,732

Year ended 31 December 2025 (results unaudited and re-presented; assets as reported)

	US £’000	Other £’000	Total £’000
External revenue	1,349	93	1,442
Loss before taxation	(2,691)	(589)	(3,280)
Segment assets (as previously reported)	1,503	1,701	3,204

Diamond Creek mining generally takes place between May and November because of winter snow cover. Fertiliser demand is concentrated in planting and growing seasons, so half-year results are not necessarily indicative of a full year.

5. Share capital, dividends and earnings per share

There were 156,873,054 ordinary shares of 1p each in issue throughout the period. No dividends were paid. Subsequent share issues are described in Note 8(c). Basic EPS uses the unrounded result attributable to ordinary shareholders and weighted-average shares of 156,873,054 (June 2025: 97,067,362; full year 2025: 120,077,574).

KERAS RESOURCES PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2026 (CONTINUED)

6. Financing and financial instruments

Loans and borrowings

	30-Jun-26 (unaudited) £’000	30-Jun-25 (unaudited) £’000	31-Dec-25 (audited) £’000
Loans and promissory notes
US$350,000 7% secured notes, repayable 2028	264	285	260
US$762,500 8% unsecured notes, repayable 2028	574	601	567
US$450,000 unsecured loan, repayable 2027	339	–	–
Interest-free loan repayable 2029	342	270	338
Convertible loan notes, repayable 2028¹
£300,000 7% notes	281	281	281
£597,805 4% notes	501	501	501
Rolled-up interest	96	53	76
Total Group loans and borrowings	2,397	1,991	2,023
Included in Disposal Group liabilities	(1,519)	–	–
Loans and borrowings shown separately on the statement of financial position	878	1,991	2,023

¹ The parent convertible loan notes bear interest at 7% and 4% and are convertible at 4p and 2.75p per share, respectively. Interest is rolled up. The carrying amounts exclude the equity components recognised on issue.

The proposed cancellation of parent convertible loan notes is disclosed in Note 8(b).

KERAS RESOURCES PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2026 (CONTINUED)

6. Financing and financial instruments (continued)

Disposal Group notes: FIR’s US$350,000 secured note was issued on 22 January 2024 for four years at 7%; its US$762,500 unsecured notes were issued on 28 May 2024 for four years at 8%. Interest is payable annually and both instruments permit repayment without penalty after two years. At 30 June 2026, FIR had received US$450,000 as an unsecured loan from The Diane H. Grosso Credit Shelter Trust, bearing interest at 8% per annum from 1 August 2026 and repayable on 1 August 2027.

Current payables

	30-Jun-26 (unaudited) £’000	30-Jun-25 (unaudited) £’000	31-Dec-25 (audited) £’000
Trade payables	49	330	292
Accruals	79	81	182
Other payables	184	269	171
Short-term loans (Note 7)	224	–	112
Payables shown separately on the statement of financial position	536	680	757
Payables included in Disposal Group liabilities	975	–	–
Total Group current payables	1,511	680	757

KERAS RESOURCES PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2026 (CONTINUED)

7. Related party transactions

Funding from directors and substantial shareholders remains outstanding on the terms disclosed in the 2025 annual accounts. Christopher Grosso’s US$150,000 interest-free loan to FIR remains within Disposal Group payables.

During the period, The Diane H. Grosso Credit Shelter Trust, an associated party of substantial shareholder Christopher Grosso, advanced US$450,000 to FIR. The loan remained outstanding at 30 June 2026 (£339,000) and is included in Disposal Group borrowings. The loan terms are disclosed in Note 6.

During the period, the Group also received non-interest-bearing advances from The Diane H. Grosso Credit Shelter Trust. At 30 June 2026, £224,000 remained outstanding and is included in short-term loans within current payables in Note 6. These advances are separate from the US$450,000 FIR loan disclosed above.

The proposed FIR sale is to substantial shareholders and includes cancellation of specified convertible notes and interest (Note 8(b)). Intra-group balances and transactions are eliminated.

8. Subsequent events

On 12 September 2026, the Company entered into the conditional transactions below. Further details are set out in the Company’s RNS announcement “Proposed Investment, Disposal and Fundraise”, dated 14 September 2026 (RNS 5372U). The acquisition, disposal, parent debt cancellation and related share issues are not recognised at 30 June 2026. The disposal agreement also supports the classification assessment in Note 3.

(a) Namibia acquisition

Keras agreed to acquire 51% of Cornerstone Mining (Pty) Limited from Swatech Mineral Processors (Pty) Limited for US$1 million cash and 18 million ordinary shares. Up to 46 million additional shares are payable on production and resource milestones. Keras will provide US$2 million in exploration and development loans and has an option to acquire a further 19% for US$1 million. Swatech retains a 5% gross revenue royalty, capped at US$5 million.

(b) FIR disposal

Keras agreed to sell Keras US LLC and the Disposal Group to Christopher Grosso and Joseph Carbone for US$1 million cash and cancellation of £820,000 of parent convertible note principal plus related accrued interest (Note 6), Separately Keras will receive an uncapped US$10 per long ton royalty on qualifying Diamond Creek production. Completion requires shareholder approval and satisfaction of other transaction conditions.

(c) Subscription and board changes

Subscription agreements provide for £1.7 million through 85 million shares at 2p: 45 million initially and 40 million subject to shareholder authorities. The 14 September 2026 RNS also announced the intention of certain directors and PDMRs to participate in the Subscription to the value of £100,000 in total, subject to the relevant conditions and following the end of the current close period on publication of these accounts. Following the period end, Russell Lamming moved from Executive Chairman to Chief Executive Officer, Nick Taylor was appointed Non-Executive Chairman and Andrew Malashewsky was appointed Chief Financial Officer and Executive Director. Brian Moritz will retire at the AGM.

(d) Conversion of FIR advances into a promissory note

On 29 September 2026, advances to FIR from The Diane H. Grosso Credit Shelter Trust totalling US$750,000 (approximately £567,000) were converted into a promissory note bearing interest at 8% per annum and maturing in August 2027. The Trust is an associated party of substantial shareholder Christopher Grosso. The conversion occurred after the reporting period and does not change the amounts recognised at 30 June 2026.

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:

Russell Laming	Keras Resources plc	[e-mail]
Nominated Adviser & Broker Jen Clarke / Ewan Leggat Investor Relations Hugo de Salis	SP Angel Corporate Finance LLP Lepanto Consulting Ltd	[phone] [phone]

 

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