Result of Open Offer and General Meeting

Result of Open Offer

Result of General Meeting

Keras Resources plc (AIM: KRS) is pleased to announce the result of its Open Offer to Qualifying Shareholders which was announced on 21 July 2025 and closed to acceptances, in accordance with the terms of the Open Offer, on 13 August 2025.

The Company announces that valid acceptances have been received from Qualifying Shareholders for a total of 10,770,173 Offer Shares, representing a take-up of approximately 28.22 per cent. of the 38,163,608 Offer Shares available. All Qualifying Shareholders who have validly applied for Offer Shares will therefore receive the number of Offer Shares for which they have applied, up to their Basic Entitlement. Applications for Offer Shares from Qualifying Shareholders under the Excess Application Facility will also be satisfied in full.

Accordingly, subject to Admission being effective, 10,770,173 Offer Shares will be issued in connection with the Open Offer, raising approximately £150,782 (before expenses) at the issue price of 1.4 pence per Offer Share. The funds raised under the Open Offer will be used to repay the part of the CLNs which is not converted.

The balance of the CLNs will be converted at the Offer Price, resulting in the issue of a total of 42,801,256 Ordinary Shares to Christopher Grosso (through the Diane H. Grosso Credit Shelter Trust, an associate of Mr. Grosso), and Joseph Carbone as follows:

Director participation in the Open Offer

The following Director of the Company has participated in the Open Offer, as follows:

Related Party Transactions

Brian Moritz is considered to be a Related Party of the Company as defined under the AIM Rules, and therefore his participation in the Open Offer is deemed to constitute a Related Party Transaction pursuant to AIM Rule 13 of the AIM Rules for Companies (the "AIM Rules").

The Diane H. Grosso Credit Shelter Trust (an associate of Christopher Grosso, a substantial shareholder in the Company as defined under the AIM Rules), is considered to be a Related Party of the Company and therefore the partial repayment and issue of Ordinary Shares pursuant to the CLN is deemed to be a Related Party Transaction in accordance with AIM Rule 13.

The Directors of the Company independent from the Director participation in the Open Offer, being Russell Lamming and Claire Parry and the Directors independent of the CLN, being Brian Moritz, Russell Lamming and Claire Parry, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the proposed terms of the Director's participation in the Open Offer and the partial repayment and the issue of Ordinary Shares pursuant to the CLN are fair and reasonable insofar as the Company's Shareholders are concerned.

Application for Admission

Application has been made for the admission of the 10,770,173 Ordinary Shares issued pursuant to the Open Offer and 42,801,256 Ordinary Shares issued pursuant to the conversion of the CLN (total 53,571,429 Ordinary Shares ("New Ordinary Shares")) to trading on the AIM Market of the London Stock Exchange ("Admission"). It is anticipated that Admission will take place at 8 a.m. on or around 21 August 2025. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares which are currently traded on AIM.

Total voting rights

In accordance with the FCA's Disclosure, Guidance and Transparency Rules, the Company confirms that following Admission of the Offer Shares and the shares issued pursuant to the conversion of the proportion of the CLNs not repaid from the proceeds of the Open Offer, the Company's enlarged issued ordinary share capital will compromise 152,587,340 Ordinary Shares. Therefore, from Admission, the total number of voting rights in the Company will be 152,587,340 and this figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure, Guidance and Transparency Rules.

Result of General Meeting

Keras also announces that at the General Meeting held earlier today, all resolutions were approved by the requisite majorities. The Rule 9 Waiver Resolution (Resolution 2) was duly passed by a majority of the votes cast by Independent Shareholders only.

The proxy votes cast were as follows:

As a result, the waiver of a potential obligation under Rule 9 of the Takeover Code for the Concert Party (comprising Christopher Grosso and Joseph Carbone) to make a mandatory general cash offer for the whole of the issued and to be issued share capital of the Company not already owned by the Concert Party, has been approved.

Following conversion of the CLNs and Admission of both the Offer Shares and the shares issued pursuant to the CLNs, the members of the Concert Party will be interested in shares carrying more than 30% of the voting rights of the Company but will not hold shares carrying more than 50% of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in their aggregate interest in shares will be subject to the provisions of Rule 9.