Proposed Investment, Disposal and Fundraise
Summary by AI BETAClose X
14 September 2026
Keras Resources plc ('Keras' or the 'Company')
Strategic Repositioning - Copper Focus
Proposed Investment and Disposal
US Restructuring, Board Changes, Conditional £1.8m Fundraising
Keras Resources plc (AIM: KRS) is pleased to announce a proposed strategic repositioning of the Company, comprising:
- the acquisition of an initial 51% interest in Cornerstone Mining (Pty) Ltd (“Cornerstone”), holder of a portfolio of highly prospective copper exploration and development assets covering an area of 6,214 Ha in the Kaoko Copper Belt in the Kunene Region of north-western Namibia and associated strategic partnership with local Mining Claim (“MC”) owners (the “Investment”);
- the divestment of the Company's interest in Keras US LLC (“Keras US”), which owns 100% of the Diamond Creek phosphate mine in Utah, USA (“Diamond Creek”) (the “Proposed Disposal” and together with the Investment, the “Transactions”);
- a conditional fundraise to raise up to £1.8m ("Fundraise"); and
- changes to the board of Keras (the "Board").
Alongside the Transactions, which are subject to shareholder approval to be sought at the Company's forthcoming Annual General Meeting ("AGM") and various other conditions precedent, the Company is undertaking a restructuring of the Board to enact its new direction and is proposing a conditional £1.8 million fundraising, supported by existing shareholders and new resource-focused investors, with certain members of the Board and PDMRs intending to participate following the end of the close period on publication of the interim results. The Company also intends to change its name to Okopa plc (subject to shareholder approval at the AGM), reflecting, following the Investment, its new focus on the development of its Namibian copper portfolio.
The Company has today published its Final Results for the year ended 31 December 2025 and a notice convening the AGM on 12 October 2026 and accompanying circular setting out details of the above will be posted to the Company's shareholders on Wednesday 16 September. Shareholders should note that following the publication of the annual results, it is expected that trading in the Company’s Ordinary Shares will be restored with effect from 7.30 today, 14 September 2026.
Investment
- Conditional acquisition of 51% of Cornerstone from Swatech Mineral Processors (Pty) Ltd ("Swatech"), with an option to increase the Company's interest to 70%.
- Cornerstone's contiguous 6,214 Ha portfolio covers interests in Exclusive Prospecting Licences (“EPL”) 4305 and 10499 and 10767 (transfer of EPLs 10499 and 10767 to Cornerstone is subject to ministerial approval) covering an area near to the town of Opuwo, in the highly prospective Kunene region of north-western Namibia.
- Strategic partnership with Swatech to explore and develop this highly prospective land package. Swatech, a private company backed by a small consortium of local Namibian and regional entrepreneurs, has been operating in resource prospecting and exploration in the region for a number of years.
- Cornerstone has binding agreements with local MC holders to jointly develop projects, providing capital and expertise to target early small-scale oxide revenues while generating geological data, employment and local supply opportunities.
- Keras to provide a development loan-facility to Cornerstone of up to US$2.0 million for approved Project expenditure over a 24 month period.
-
The aggregate consideration payable to Swatech for the 51% interest in Cornerstone is up to £1,184,000 which will be satisfied through US$1,000,000 payable in cash and £333,000 through the allotment of new Ordinary Shares in the following manner:
- a payment of US$500,000 that was paid in cash on signature of the agreement with Swatech;
- a payment of US$500,000 to be paid in cash on completion of the Investment;
- £259,000 through the allotment of 14,000,000 new Ordinary Shares on completion of the Investment;
- £74,000 through the allotment of 4,000,000 Ordinary Shares on the completion of the transfer of EPL 10499 to Cornerstone;
- The allotment and issue of up to 46,000,000 Ordinary Shares to be issued on the Cornerstone EPLs meeting certain defined production and Mineral Resource milestones (further details set out below).
- In addition, Keras has been granted an option, exercisable entirely at the discretion of Keras, to acquire a further 19% of Cornerstone from Swatech for US$1.0 million.
- Swatech to retain a 5% gross revenue royalty over qualifying revenues generated by the Cornerstone EPLs, capped at US$5.0 million in aggregate.
- The Investment is conditional on, amongst other things, approval by the Company's shareholders of various resolutions at the AGM.
Proposed Disposal
- Conditional disposal of Keras US, which holds Falcon Isle Holdings LLC (“FIH”), Falcon Isle Resources Corp. (“FIR”) and 50% of Phosul Utah LLC (“Phosul”) (together the “Group”) for an aggregate consideration of c.£1.66 million, comprising US$1.0 million in cash and the cancellation of approximately £923,409 of convertible loan note indebtedness owed by Keras to the purchasers of the Group. Keras to retain an uncapped US$10 per long ton royalty over qualifying future Diamond Creek phosphate production.
- The disposal is conditional on, amongst other things, approval by the Company's shareholders of various resolutions at the AGM.
Capital Raise
- Conditional fundraise of £1.7 million at 2 pence per Ordinary Share (a 43% premium to the Keras share price immediately prior to its share trading suspension) through the issue of 85,000,000 new Ordinary Shares in two tranches. The first tranche of 45,000,000 Ordinary Shares will utilise the Board's existing authority to issue Ordinary Shares; the second tranche of up to 40,000,000 Ordinary Shares is subject to approval by the Company's shareholders of the necessary resolutions at the AGM.
- Certain directors and PDMRs have indicated their intention to subscribe for an additional 5,000,000 new Ordinary Shares to raise a further £100,000 (£1.8 million total fundraise) in the second tranche, following the end of the close period on publication of the interim results on or around 30 September 2026.
- Upon completion of the Transactions and the Fundraise Keras expects to be substantially debt free, with c.£1.83 million cash in the bank, and with cash generative income streams derived from royalty agreements both from the previously divested manganese business and pursuant to the uncapped US$10 per long ton royalty over qualifying future Diamond Creek phosphate production expected to total c.£50,000 per month.
Corporate
- Board and executive restructuring enacted to support strategic repositioning.
- The Company proposes to change its name to Okopa plc.
- AGM convened for 12 October 2026.
Russell Lamming, Keras Resources Executive Chair, commented, “We believe the Investment represents a compelling opportunity to create shareholder value and establish Keras in the highly prospective and rapidly emerging Kaoko Copper Belt. Importantly, the Transactions and the Fundraise would leave Keras with a clean balance sheet, cash in the bank and two royalty income streams from the US assets and from the Nayéga manganese mine in Togo, providing a strong platform from which to fund development and grow the business in a disciplined and capital-efficient manner. Drawing on the wider team’s operational experience in Namibia, our strategy is to generate near-term cash flow from small-scale oxide production while systematically exploring the broader land package and deeper mineralisation, with the ambition of building a substantial and sustainable copper business for the benefit of all stakeholders.”
Background
Earlier this year, the Board identified an opportunity to acquire a portfolio of copper assets in Namibia with near-term production potential and significant longer-term exploration upside. Following extensive data analysis and due diligence, the Board concluded that the portfolio represented a compelling opportunity to establish Keras in an emerging copper jurisdiction with the potential to deliver meaningful value for shareholders.
Against this backdrop, the Board undertook a broader review of the Company’s strategy and capital allocation priorities. Having considered the future capital requirements associated with advancing Keras US and expanding phosphate production, together with the anticipated timing and scale of returns on further investment, the Board concluded that the proposed Investment and strategic partnership and repositioning of the Company back to its historic African focus, in particular around copper in Namibia, offered the strongest platform for future growth and shareholder returns.
Rationale for Strategic Repositioning
The Board believes that Keras US remains a high-quality project with significant commercial potential. Unlike an LME-traded commodity such as copper, phosphate requires a producer to develop its own market and customer base. While the mining and processing aspects of Falcon Isle are relatively straightforward and closely aligned with Keras’ technical capabilities, developing the sales and marketing platform required to realise the project’s full potential falls outside the Company’s core mining and processing expertise and has represented the principal challenge to date.
The Diamond Creek phosphate business now has an established operating footprint and product offering, but its next stage requires significant additional development and working capital which has the potential to be significantly dilutive to Keras and its shareholders.
The Proposed Disposal allows Keras to realise immediate cash value, eliminate its debt and retain meaningful exposure to its future growth through an uncapped production royalty. The Board therefore views the Proposed Disposal as a restructuring of Keras’ economic interest rather than a complete exit from the asset. Private ownership should also provide the Group with greater commercial flexibility, particularly in relation to customer negotiations, pricing and margins, without the disclosure requirements associated with a publicly listed company.
The Proposed Disposal converts part of that investment into cash, removes a material portion of the Group's debt exposure and transfers future operating funding obligations to the purchasers. The retained uncapped royalty preserves exposure for Keras shareholders to future Diamond Creek production without requiring Keras to fund the operation.
It is the opinion of the Directors that the Nambian strategic partnerships and investment in Cornerstone offers a more attractive use of capital: a controlling interest in an active copper exploration and development company where spending can be staged against technical results. The Board intends to apply a simple discipline: each phase of exploration should earn the capital required for the next. Results, rather than timetable or scale, will determine subsequent expenditure.
Acquisition of 51% interest in Cornerstone and Strategic Partnership
Keras has conditionally agreed to acquire an initial 51% of Cornerstone from Swatech, a Namibian resource exploration company, with an option, exercisable at its sole discretion, to acquire a further 19%, increasing its ownership to 70%. Following completion of the Investment, Keras will obtain control of Cornerstone and lead its strategic direction and funding, subject to a separate shareholders' agreement and applicable Namibian law.
Cornerstone is a Namibian incorporated mineral exploration company that holds interests in a contiguous copper focussed land package of 6,214 hectares (62.14 km²) comprising EPL 4305, EPL 10499 (transfer subject to ministerial approval) and EPL 10767, (where Cornerstone has entered into an agreement to acquire (subject to ministerial approval) an initial 70% and up to a 90% interest in EPL 10767 for an aggregate consideration of £230,000) (together the “Cornerstone EPLs”). Cornerstone historically operated as an EPL holding company and as a result has no historic profit or losses.
The Cornerstone EPLs lie in Kaoko, in the highly prospective and emerging Kunene Region of north-western Namibia but importantly an area that remains materially underexplored. Kaoko in north-west Namibia is an emerging copper district with geological similarities to the Central African Copperbelt and potential for large-scale sediment-hosted copper-silver discoveries. The region remains comparatively underexplored, although growing exploration activity, including by ASX-listed Kaoko Metals at its Chalkos Copper-Silver Project and AIM-listed Serval Resources across its Kaoko Basin portfolio, is highlighting its potential. Namibia is also an established African mining jurisdiction, with a long mining history, established regulatory framework, good regional infrastructure and a government supportive of responsible mineral development.
The contiguous land package provides Keras with extensive historical data and a project portfolio with the scale and geological footprint to pursue both exploration and near-term production opportunities as well as systematic exploration for larger mineralised systems.
The Cornerstone EPLs have had extensive exploration including historic regional geological mapping, geophysics, soil sampling, geological reconnaissance, delineation of artisanal workings. To date there has been 1,974m of diamond drilling undertaken however the assays and interpretation of this drill campaign are not yet available. Additionally, a c.15,000t bulk sample defining the potential for copper oxide development on EPL 4305 has confirmed the prospectivity. This activity is estimated by the Board to be c.US$4million.
Targets already developed on the licences include extensive surface and near-surface supergene and hypogene-enriched copper oxide expressions extending over multiple combined kilometres and occurring across multiple outcrops, as well as extensive Nosib Group–Otavi Group contact zones.
Highly mineralised vein networks are present across the EPL areas, varying in exposed strike length up to several hundred metres and in widths up to 3-4 metres. These historically artisanal-mined, exposed vein networks exhibit a high degree of supergene enrichment, with copper-bearing oxide minerals including malachite, chrysocolla and azurite, among others and show continuous oxide mineralisation extending several metres in depth.
The exposed sections of the Nosib-Otavi contact show a clear differentiation between the siliciclastic basal Nosib Group units and the carbonate-dominated lower Otavi Group units above. These units have been heavily folded and faulted across the EPLs, resulting in the prevalence of surface expressions of this target contact. At this contact, there are several instances of historic small-scale artisanal digging, exposing disseminated oxide copper mineralisation within the lower Otavi carbonate units.
The immediate plan is to fully evaluate all the data available and ensure that operational practises and procedures are in place to advance the exploration and development programmes. It is anticipated this will be structured in three phases:
- Quantify the current priority targets through geological and geophysical studies and prove up additional copper oxide resources for early near-term production;
- Design and complete a diamond drilling programme on EPL 4305 targeting the mineralisation potential below current targets to build a resource; and
- Undertake a regional survey across the wider land package to identify additional high-priority targets for development.
Over the longer term, it is envisaged that cash flow generated from an oxide production programme, together with the Company’s royalty income, will support all head office costs and systematic exploration for the mineralisation targeted at depth. The objective is to delineate a significant copper resource capable of supporting larger-scale, higher-margin copper production, providing a pathway for Keras to evolve from near-term oxide production into a substantial and sustainable copper producer.
Strategic partnership with Swatech, and the Cornerstone opportunity
The key to the development of the Cornerstone EPLs is working closely with all stakeholders. Swatech is owned by a small consortium of local Namibian and regional entrepreneurs, that has been operating in resource prospecting and exploration in the Kaoko region for a number of years and owner of the EPLs through Cornerstone.
Within those Cornerstone EPLs, there are also independent Mining Claims owned by local Namibian individuals and Namibian companies. Cornerstone has entered a partnership via binding agreements with these parties to jointly develop them. With Cornerstone bringing capital and expertise, the development of the MCs could provide immediate small scale oxide revenues and cashflow, provide Cornerstone with valuable geological information and benefit the local MC holders and the local community through employment and supply opportunities. Several MC holders are also shareholders in Cornerstone and, once the Company is in a position to apply for a Mining Licence (“ML”) over the Cornerstone EPLs, the relevant MCs will be incorporated within the ML area. This model is integral to the development of Keras’ future operations and relationships on the ground to implement the exploration and development of copper production for the benefit of all stakeholders.
Investment Consideration
The cash consideration for the initial 51% interest is US$1.0 million, comprising US$500,000 paid on execution of the agreement with Swatech and US$500,000 payable on completion of the Investment. Swatech will also receive 14,000,000 new Ordinary Shares on Completion and a further 4,000,000 new Ordinary Shares following completion of the legal transfer of EPL 10499 to Cornerstone (together the “Consideration Shares”). Additionally, up to 46,000,000 new Ordinary Shares (the “Contingent Consideration Shares”) may become issuable to Swatech upon achievement of specified milestones as follows:
- 22,000,000 new Ordinary Shares linked to the mining and processing of not less than 25,000 dry metric tonnes of Project ore together with production of contained copper in a saleable or payable product and a positive cash margin after agreed direct costs;
- 12,000,000 new Ordinary Shares following declaration of a contiguous Mineral Resource containing at least 50,000 tonnes of copper equivalent at an average grade of at least 1.5% copper; and
- 12,000,000 new Ordinary Shares following declaration of a contiguous Mineral Resource containing at least 250,000 tonnes of copper equivalent at an average grade of at least 1.5% copper.
The Consideration Shares and Contingent Consideration Shares will be subject to a 12-month lock-in from the date of their respective allotment followed by a 12-month orderly market arrangement. Following Completion, Keras will make available a loan facility of up to US$2.0 million to Cornerstone for approved exploration, development and other project expenditure. Capital will be drawn and deployed on a staged basis and subject to approval of the work plan by the Cornerstone Board – which will comprise joint representation by Keras and our partners, Swatech, with a casting vote held by Keras. Swatech will retain a 5% gross revenue royalty over qualifying revenues, capped at aggregate payments of US$5.0 million.
Should Keras opt to exercise the option to acquire a further 19% in Cornerstone, it will pay Swatech an additional US$1.0 million.
Proposed Disposal of the US phosphate business
In conjunction with the Investment, Keras has conditionally agreed to dispose of its entire US phosphate business, Keras US, the 100% owner of FIR and FIH and 50% of Phosul to Christopher Grosso and Joseph Carbone, significant shareholders of the Company. FIR operates and markets the production from Diamond Creek and FIH owns the lease over Diamond Creek.
The aggregate transaction consideration is £1.66m, comprising US$1.0 million in cash together with the cancellation and unconditional release of amounts owed to the purchasers of the Group and the Diane H. Grosso Credit Shelter Trust under the existing convertible loan notes, currently totalling approximately £923,409 including accrued amounts. The transaction documentation contains no indemnities, and only limited warranties and representations.
Following completion of the Proposed Disposal, Keras will retain an uncapped royalty of US$10.00 per long ton of phosphate rock mined from Diamond Creek and sold, transferred or otherwise commercially disposed of by or on behalf of FIR, including qualifying Diamond Creek material supplied into Phosul, subject to the terms of the Royalty Agreement.
In the year to 31 December 2025, Keras US recorded consolidated revenues of £1.35 million (2024: £1.19 million) and a profit/(loss) for the year of £136k (2024: (£104k)), excluding a £2.80 million impairment charge. As at 31 December 2025, the net assets being disposed of had a book value of £1.50 million (2024: £5.32 million).
The Proposed Disposal restructures the Keras group balance sheet and brings in new capital while maintaining an exposure to Keras US’s wholly owned Diamond Creek phosphate mine in Utah, USA through an uncapped production royalty over future Diamond Creek phosphate production. The Board views the Proposed Disposal as a reallocation of capital, not a change in its view of the underlying asset. It allows the US business to be funded outside Keras while preserving a direct economic interest in future production for Keras shareholders.
Related Party transaction and AIM Rule 15 Disposal
The proposed purchasers of Keras US, Christopher Grosso and Joseph A. Carbone, are substantial shareholders of the Company and therefore considered to be Related Parties of the Company and therefore the Proposed Disposal is a Related Party Transaction in accordance with AIM Rule 13. The Directors, having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, consider that the proposed terms of the Proposed Disposal are fair and reasonable insofar as the Company’s shareholders are concerned.
The Proposed Disposal exceeds 75% in the turnover and gross assets tests and, as a result, constitutes a disposal resulting in a fundamental change of business pursuant to Rule 15 of the AIM Rules for Companies. Accordingly, the Proposed Disposal is conditional, inter alia, upon the approval of shareholders at the AGM. The Proposed Disposal is also conditional upon the completion of the Investment and therefore following completion of the Proposed Disposal, the Company will hold its investment in Cornerstone, along with its existing rights and obligations under the Nayega Cooperation Agreement in Togo. Accordingly, the Company will not be regarded as an AIM Rule 15 cash shell upon completion of the Proposed Disposal.
The Board considers the Proposed Disposal to be in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends that the Company's shareholders vote in favour of the resolution to be proposed at the AGM.
Funding
In conjunction with the Transactions, the Company has conditionally raised gross proceeds of £1.7 million through the issue of 85,000,000 new Ordinary Shares at £0.02 per share, representing a 43% premium to the closing share price on 1 July 2026. Certain Directors and PDMRs have indicated their intention to subscribe for an additional 5,000,000 new Ordinary Shares to raise a further £100,000, resulting in a total capital raise of £1.8m, following the end of the close period on publication of the interim results on or around 30 September 2026. The Fundraise has been supported by existing core shareholders as well as new parties who are well known investors in the resource sector together with intended participation from the Board.
The Fundraise is expected to be completed in two tranches, with the first tranche of 45,000,000 Ordinary Shares utilising the Company’s existing authorities (“First Tranche Shares”) and the second tranche of up to 45,000,000 Ordinary Shares conditional upon the Company's shareholders approving the necessary allotment and disapplication authorities at the forthcoming AGM (“Second Tranche Shares”). The Subscription for the Second Tranche Shares, which would include subscriptions by certain Directors and PDMRs, is expected to be entered into conditionally on 1 October 2026, with allotment and completion subject to shareholder approval at the AGM, following the release of the interim results for the period to 30 June 2026, on or around 30 September 2026.
Following completion of the Transactions and the Fundraise, as well as payment of transaction costs, Keras will be debt-free, have approximately £1.83 million in cash and benefit from ongoing royalty income from Nayéga and FIR, currently estimated at approximately £50,000 per month. Together, these resources provide a strong financial platform to provide capital for the Company’s exploration plans and obligations in Namibia, including exploration and resource definition, as well as general working capital and corporate overheads, and supporting the systematic advancement of its Namibian copper portfolio.
Substantial Shareholder and Director participation in the Subscription
The Company has agreed with the Panel that Christopher Grosso and Joseph Carbone, are acting in concert with each other in relation to the Company (the "Concert Party"). Mr Grosso and Mr Carbone currently hold 27.13 per cent. and 18.39 per cent. of the Existing Ordinary Shares (and voting rights) of the Company respectively, being 45.52 per cent. of the Existing Ordinary Shares (and voting rights) in the aggregate.
Under Rule 9 of the Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Code is normally required to make an offer to all the remaining shareholders to acquire their shares. Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested. An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.
In connection with the issue of convertible loan notes, in July 2025 the Takeover Panel agreed, and the Company’s independent shareholders approved, a Rule 9 waiver in respect of Mr Grosso and Mr Carbone increasing their holding from, in aggregate, 28.89 per cent. of the Company’s issued Ordinary Share capital (and voting rights) up to a maximum of 53.85 per cent. (in aggregate). The Company undertook an open offer to shareholders at the same time, raising approximately £150,782, the proceeds of which were used to partially repay the CLNs, and the remaining balance of the CLNs was converted following receipt of approval from independent shareholders for the Rule 9 waiver. As a result, Mr Grosso and Mr Carbone hold, in aggregate, 45.52 per cent. of the issued share capital.
Mr. Grosso has participated in the Subscription. His participation is limited by the Company to such number of Subscription Shares as is required to prevent his shareholding exceeding 29.9 per cent. interest in the Company immediately following completion of the Fundraise and, accordingly, his participation in the Fundraise will not result in any increase in the percentage of voting rights in which the Concert Party is interested. Therefore, the participation by the Concert Party in the Fundraise will not, of itself, give rise to an obligation under Rule 9 of the Takeover Code, and no further waiver of Rule 9 is required in respect of such participation.
Mr Grosso has subscribed for 17,806,065 New Ordinary Shares in the first tranche and will subscribe for 11,974,950 New Ordinary Shares in the second tranche, thereby reducing the Concert Party's percentage holding (and interest in the voting rights) in the Company to 41.83 per cent. immediately following completion of the Fundraise.
Following the issue of the First Tranche Shares, Christopher Grosso will hold 60,360,043 Ordinary Shares, representing 29.9 per cent. and Joseph Carbone will continue to hold 28,850,628 Ordinary Shares, representing 14.29 per cent. of the Issued Share Capital of the Company (44.19 per cent. combined). Following the issue of the Second Tranche Shares, Christopher Grosso will hold 72,334,993 Ordinary Shares, representing 29.9 per cent. and Joseph Carbone will continue to hold 28,850,628, representing 11.9 per cent. (41.8 per cent. combined).
The Company is currently in a close period prior to the release of its interim results to 30 June 2026 before the end of September 2026. Certain Directors and PDMRs of the Company have indicated their intention to subscribe for an additional amount of £100,000 in aggregate through the issue of 5,000,000 Second Tranche Shares on the same terms as the Subscription, once the Company is no longer in a close period.
A further announcement will be made regarding any such subscription.
The following Substantial Shareholder will participate in the Subscription as follows:
|
Shareholder |
Number of Existing Shares held |
New |
Total |
Resultant holding (%) |
|
Christopher Grosso |
42,553,978 |
29,781,015* |
72,334,993 |
29.9** |
|
Joseph Carbone |
28,850,628 |
- |
28,850,628 |
11.9** |
|
Concert Party total |
71,404,606 |
29,781,015 |
101,185,621 |
41.8** |
*Includes participation in both Tranche 1 and Tranche 2
** Excludes any potential Director/PDMR participation
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the First Tranche Shares to be admitted to trading on AIM and trading is expected to commence on 18 September 2026.
Following Admission of the First Tranche Shares, the Company will have 201,873,054 Ordinary Shares in issue. The First Tranche Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares.
Application will also be made to the London Stock Exchange for the Second Tranche Shares to be admitted to trading following the AGM. It is expected that, subject to receipt of shareholder approval at the AGM, Admission will become effective and dealing in the Second Tranche Shares will commence on or around 13 October 2026.
Proposed grant of options
The Board intends, following the expiry of the current close period and subject to applicable laws, regulations and the AIM Rules, to grant 45,000,000 options over Ordinary Shares, with 34,000,000 of those being granted to certain Directors, incoming Directors and management of the Company.
The options are intended to be granted on the same terms as the Subscription, including an exercise price equivalent to the subscription price under the Fundraise. The number of options to be granted to each Director and incoming Director will be determined by the Board at the appropriate time and will be announced separately.
Board and Management
In line with the strategic repositioning of the Company, the following Board changes will take place:
Russell Lamming will assume the role of Chief Executive Officer and Andrew Malashewsky will join as Executive Director and Chief Financial Officer. Nicholas (“Nick”) Taylor will join the Board as Non-Executive Chairman and Claire Parry will remain an independent non-executive Director. Brian Moritz will retire from the Board at the AGM on 12 October 2026.
Nick Taylor - Non-Executive Chair. Nick will serve as Non-Executive Chair and brings more than 30 years of accounting, banking, corporate strategy and natural-resources transaction experience.
Russell Lamming - Executive Director and Chief Executive Officer. Russell will step down from the Chair and assume the role of an Executive Director and serve as Chief Executive Officer. He is a geologist and mining, commodity and capital-markets executive with more than 25 years of experience in Africa.
Andrew Malashewsky - Executive Director and Chief Financial Officer. Andrew will join the Board as an Executive Director and serve as Chief Financial Officer. He is a Canadian Chartered Professional Accountant with experience across public exploration companies, mine acquisition and development, international commodity businesses and corporate finance.
Claire Parry - Senior Independent Non-Executive Director. Claire will continue as Senior Independent Non-Executive Director, providing continuity and extensive experience in IFRS reporting, governance and financial control for quoted natural-resources companies.
Brian Moritz - Retiring Non-Executive Director. Brian will retire from the Board at the conclusion of the forthcoming AGM. The Board thanks Brian for his significant contribution to Keras since its inception and his many years of service to the Company and its shareholders.
Further information in respect of Schedule 2(g) of the AIM Rules is set out below.
Proposed Related Party Framework agreements
Lamal Partners Limited ('Lamal') and its subsidiaries (the “Lamal Group”) is an upstream commodity trading and marketing business focused on the sourcing, beneficiation and sale of physical commodities. It is not a mineral property owner or exploration company. Lamal is owned by Andrew Malashewsky, and Russell and Mrs Joanne Lamming. Both Mr Lamming and Mr Malashewsky are directors of both Keras and Lamal.
Lamal Group has been active in Namibia since 2025. In Q1 2025, a subsidiary of Lamal entered into a joint venture arrangement with Swatech to develop a local copper beneficiation business. The beneficiation business sources copper-bearing material from across the region, purchasing material at established market-based prices and processing material that may not otherwise be suitable for direct export into higher-value exportable copper products. Lamal Group maintains marketing rights over all beneficiated product from the joint venture.
The Cornerstone opportunity arose through the relationships and regional work undertaken by Lamal Group over the preceding year. As the wider mineral property opportunity became apparent, it was introduced to Keras as an opportunity more appropriately owned and developed by a listed mineral exploration and development company. To clarify, Lamal is not a party to the Cornerstone acquisition.
Following Completion, Lamal Group expects that Cornerstone may enter into offtake, beneficiation, marketing and other commercial arrangements with Lamal Group entities and/or related joint venture entities in respect of material produced from the Cornerstone assets. Any such arrangements will be subject to framework agreements, entered into on arm’s-length commercial terms and will be subject to review and approval by the independent Directors of Keras as related party transactions where appropriate.
Lamal Group may also provide marketing, engineering, geological, metallurgical and other support services to Keras or Cornerstone where required under the framework agreements. All such services will be invoiced at cost, together with properly supported expense reimbursements. Where Lamal Group is appointed to market production, sales will be undertaken on an open-book netback basis, with Lamal Group earning an agreed marketing fee.
Accordingly, any transactions between Keras or Cornerstone and the Lamal Group would be treated as related-party matters where applicable and would be subject to review and approval by Keras’s independent, non-conflicted Directors and disclosed as related party transactions in accordance with AIM Rule 13 where applicable.
Proposed change of name to Okopa plc
Subject to shareholder approval at the AGM, the Board proposes that Keras Resources plc change its name to Okopa plc. The proposed name reflects the Company's intended focus on copper exploration and development in Namibia following completion of the Investment.
The Company's new TIDM will be OKP, with the change becoming effective following registration of the new name after the AGM.
Shareholder approvals and timetable
A Circular setting out further details of the Transactions, the Fundraise, new Board arrangements and proposed change of name will be sent to shareholders on 16 September 2026 together with the notice of AGM and annual results.
The AGM is expected to be held at 11am at Coveham House, Downside Bridge Road, Cobham. KT11 3EP on 12 October 2026.
Among other matters, shareholders will be asked to receive the Annual Report and audited financial statements for the year ended 31 December 2025, elect or re-elect the relevant Directors, approve the authorities required to complete the second tranche of the Fundraise and issue the Consideration Shares and the Contingent Consideration Shares , approve the Proposed Disposal for the purposes of AIM Rule 15, and approve the proposed change of the Company's name to Okopa plc.
Subject to satisfaction of the conditions to the relevant agreements and the passing of the required resolutions, Completion of the Transactions and the Fundraise is expected shortly following the AGM.
Regulatory disclosures pertaining to the Director Appointments
In accordance with Schedule 2(g) of the AIM Rules, Andrew Nicholas (“Nick”) Taylor, aged 57, holds, or has held in the past five years, the following directorships and partnerships:
|
Current directorships/partnerships |
Past directorships/partnerships |
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Quad Strategic Limited |
Jubilee Metals Group Plc Aya Gold and Silver Inc |
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In accordance with Schedule 2(g) of the AIM Rules, Andrew Malashewsky, aged 41, holds, or has held in the past five years, the following directorships and partnerships:
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Current directorships/partnerships |
Past directorships/partnerships |
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Lamal Partners Limited Lamal Partners SA (Pty) Ltd. Veld Copper Mining & Exploration (Pty) Ltd. Westridge Ventures Limited
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Glosam Manganese (Pty) Limited Fujax Group Limited Fujax UK Limited Mazule Holdings (Pty) Limited Mazule Mineral (Pty) Limited Mazule Mining Services (Pty) Limited Mazule Resources (Pty) Limited |
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There is no further information to be disclosed in respect of the above appointment pursuant to Rule 17 and Schedule 2 paragraph (g) of the AIM Rules for Companies.
Unless otherwise defined herein, capitalised terms shall have the meanings ascribed to them in the Circular.
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 X (formerly Twitter) @kerasplc or contact the following:
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Russell Lamming
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Keras Resources plc |
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Nominated Adviser & Broker Jen Clarke / Ewan Leggat
Investor Relations Hugo de Salis
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SP Angel Corporate Finance LLP
Lepanto Consulting Ltd
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+44 (0) 20 3470 0470
+44 (0) 7967 496 863
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