Court Approval of the Demerger Reduction Received

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

20 November 2019

Keras Resources plc

('Keras' or the 'Company')

Court Approval of the Demerger Reduction Received

& Confirmation of Record Date as 19 November 2019

Keras Resources plc, the AIM listed mineral resource company, is pleased to announce that, on 19 November 2019, the High Court of Justice (the 'Court') made an order approving the cancellation and repayment of: (a) all issued deferred shares of 0.4p each in the capital of the Company ('Deferred Shares'); and (b) 0.09p of the capital paid up on each issued ordinary share of 0.1p each in the capital of the Company ('Ordinary Shares') (together the 'Demerger Reduction'). The Court order has been registered and the Demerger Reduction has therefore taken place.

Following the Demerger Reduction, shareholders of Keras now hold ordinary shares of 0.01p each in the capital of the Company ('New Ordinary Shares') and the number of New Ordinary Shares in issue is the same as the number of Ordinary Shares that were in issue prior to the Demerger Reduction. However, there are no longer any Deferred Shares in issue. Existing Keras share certificates (including share certificates issued when the Company's name was Ferrex plc) will remain valid in respect of certificated holdings in the Company. With regard to uncertificated shareholdings, the existing ISIN of GB00B649J414 will not change.

As a result of the Demerger Reduction, Keras is now able to proceed with the transfer of 723,750,000 ordinary shares in Calidus Resources Limited ('Calidus Shares') currently held by the Company to eligible shareholders. Eligible shareholders will be entitled to receive 1 Calidus Share for every 3.451963 New Ordinary Shares registered in their name on the record date, which has been confirmed to be 6.00 pm on 19 November 2019. This ratio has been adjusted since the Company announced on 27 September 2019 that eligible shareholders would be entitled to receive 1 Calidus Share for every 3.44229 New Ordinary Shares held.  This adjustment was made as a result of the issue of 7 million Ordinary Shares on 11 November 2019 following the exercise of subscription rights under warrants.

It has been possible to complete the Demerger sooner than expected, and the transfer of Calidus Shares to eligible shareholders is expected to take place by close of business in Australia on Monday 25 November 2019. The registrars for Calidus, Automic Group, will send a security-holder reference number (SRN) py post to each transferee. The SRN should be quoted when trading in Calidus Shares.

Details of the Demerger Reduction were set out in the Circular sent to shareholders on 27 September 2019 and approved by shareholders at the General Meeting held on 14 October 2019.  

Further information on Calidus is available on its website at www.calidus.com.au. In particular eligible shareholders should note that Calidus is in the process of consolidating its ordinary shares on the basis of one consolidated share for every ten existing Calidus Shares, and that this consolidation is expected to be approved by Calidus shareholders at the annual general meeting convened for Monday 25 November 2019.

**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, providing investors with exposure to a portfolio of development assets including manganese, cobalt and nickel in Togo, West Africa.  It is also in the process of transferring its holding of shares in Calidus Resources Limited to its shareholders by way of a capital reduction. The Company benefits from a skilled management team, which has extensive experience in the resource sector and proven success in advancing assets up the value curve.