Clarification re distribution of shares in Calidus

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

9 October 2019

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

Clarification regarding distribution of shares in Calidus Resources Ltd

Keras Resources plc, the AIM listed mineral resource company, notes that certain shareholders of the Company have been provided with advice by a London based private client broking firm in connection with the distribution of ordinary shares in Calidus Resources Ltd ("Calidus") to the shareholders of Keras ("Shareholders") which the Company believes to be erroneous.

Keras would like to bring the following to the attention of Shareholders:

·    that ordinary shares of Calidus ("Calidus Shares") are currently admitted to trading on the ASX, a market operated by Australian Securities Exchange Limited;

·    that Calidus Shares will not be admitted to trading on the AIM market of the London Stock Exchange;

·    that the resolutions to be put to Shareholders at the general meeting of Keras ("GM") to be held at 11.00 a.m. on 14 October 2019 are special resolutions and such resolutions therefore require votes representing 75% of those cast at the GM to pass;

·    On 25 September 2019, the Calidus Shares had a total value of £11.04m (based on the mid-market closing price quoted on the ASX and the applicable rate of exchange between the pound and the Australian dollar), which was greater than the total market capitalisation of Keras of £10.46m at that time; for that reason,

·   the Directors of Keras believe the total value for Shareholders will be materially increased by Shareholders holding a separate interest in ordinary shares of Keras and a separate interest in Calidus Shares.

Full details of the proposed demerger of Calidus Shares are set out in the announcement made by the Company on 27 September 2019 and within the Circular that can be found within the Corporate Documents section at https://www.kerasplc.com/constitutional-documents/

**ENDS**

For further information please visit www.kerasplc.com, follow us on Twitter @kerasplc or contact the following:

Notes

Keras Resources plc is focused on building a strategic portfolio of resource assets. The Company provides investors with exposure to the near-production Nayega manganese mine ('Nayega') and the Kamino, cobalt and nickel project in Togo, West Africa.  Keras benefits from a supportive Board of Directors currently owning 25.8% of the Company and a highly skilled management team, which has extensive operational experience in Africa and Australia and proven success in advancing assets up the value curve.