Director Participation in Subscription
Keras Resources plc announced that certain Directors have conditionally subscribed for 5,000,000 new ordinary shares at 2 pence per share, raising £100,000, bringing the total conditional fundraising to £1.8 million. The company also announced the grant of 44,800,000 options over ordinary shares, with 34,000,000 granted to Directors, all at an exercise price of 2 pence per share. These options have vesting conditions tied to the company's 30-day volume weighted average share price, ranging from £0.10 to £0.40. The net proceeds from the fundraising will be used for acquisition consideration, development facility commitments, and general working capital.
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Further to the Company's announcement of 14 September 2026 of a proposed investment, disposal and conditional fundraise of up to £1.8 million (the "Fundraise Announcement") and accompanying circular to shareholders (the “Circular”) and following the release of its interim results for the six months ended 30 June 2026 on 30 September 2026, Keras Resources plc (AIM: KRS) is pleased to announce that certain Directors of the Company have today conditionally subscribed for, in aggregate, 5,000,000 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") at a price of 2 pence per share (the "Subscription Price") to raise £100,000 (before expenses), as notified in the Fundraise Announcement (the "Director Subscriptions ").
The new Ordinary Shares to be issued pursuant to the Director Subscriptions (the "Director Subscription Shares") form part of the Second Subscription Shares (as defined in the Circular). The Director Subscriptions have been made on the same terms as the Subscription and, together with the Director Subscriptions, the Company has now conditionally raised total gross proceeds of £1.8 million. The issue of the Director Subscription Shares is conditional, inter alia, upon the passing of the Authority Resolutions at the Company's Annual General Meeting to be held at 11.00 a.m. on 12 October 2026 (the "AGM") and Second Admission occurring.
The Director Subscriptions are as follows:
| Holding prior to Directors’ Subscriptions | Number of Subscription Shares acquired pursuant to the Directors’ Subscriptions | Holding immediately following Admission of the Subscription Shares, Directors Subscriptions and Initial Consideration Shares. | |||
|---|---|---|---|---|---|
| Number of Ordinary Shares | % of issued share capital | Number of Ordinary Shares | Number of Ordinary Shares | % of issued share capital | |
| Russell Lamming , Chief Executive Officer | 10,714,395 | 5.31 | 2,500,000 | 13,214,395 | 5.07% |
| Andrew Malashewsky , Chief Financial Officer | - | - | 1,250,000 | 1,250,000 | 0.48% |
| Nicholas Taylor , Non-Executive Chair | - | - | 1,250,000 | 1,250,000 | 0.48% |
| Total | 10,714,395 | 5.31 | 5,000,000 | 15,714,395 | 6.02% |
Admission
The Director Subscription Shares will, when issued, be fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares. Application will be made to the London Stock Exchange for the Second Subscription Shares, including the Director Subscription Shares, to be admitted to trading on AIM. Subject to the passing of the Authority Resolutions at the AGM, it is expected that Second Admission will become effective and that dealings will commence at 8.00 a.m. on or around 13 October 2026.
Use of Proceeds
As set out in the Fundraise Announcement and Circular, the net proceeds of the Subscription (including the Director Subscriptions), together with the proceeds of the Disposal, will be applied towards the US$1.0 million cash consideration payable for the Acquisition and the Company's funding commitments of up to US$2.0 million under the Development Facility Agreement, with the balance, estimated at approximately £320,000, to be used for the Enlarged Group's general working capital.
Total Voting Rights
The Company's issued share capital currently comprises 201,873,054 Ordinary Shares. Following Second Admission, and assuming the issue of the Second Subscription Shares in full and of the Initial Consideration Shares, the Company's enlarged issued share capital is expected to comprise 260,873,054 Ordinary Shares. The Company holds no Ordinary Shares in treasury. A further announcement confirming the Company's total voting rights will be made on Second Admission, and that figure may then be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined herein, capitalised terms shall have the meanings ascribed to them in the Circular.
Grant of Options
Following the expiry of the recent close period and as announced on 14 September 2026, the Company will grant 44,800,000 options over Ordinary Shares, with 34,000,000 of those being granted to certain Directors of the Company. The options are being granted on the same terms as the Subscription, including an exercise price of 2 pence per share (“Exercise Price”), equivalent to the subscription price under the Fundraise.
The options have been divided into four equal tranches with vesting conditions directly linked to the Companies 30-day volume weighted average share price (“VWAP”) as follows:-
| Options held prior to Grant | Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | Options held post Grant | |
|---|---|---|---|---|---|---|
| Share Price Multiple | x5 | x10 | x15 | x20 | ||
| VWAP | £0.10 | £0.20 | £0.30 | £0.40 | ||
| Russell Lamming | - | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | 16,000,000 |
| Andrew Malashewsky | - | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | 16,000,000 |
| Nicholas Taylor | - | 500,000 | 500,000 | 500,000 | 500,000 | 2,000,000 |
| Non-Directors | - | 2,700,000 | 2,700,000 | 2,700,000 | 2,700,000 | 10,800,000 |
| Total | - | 11,200,000 | 11,200,000 | 11,200,000 | 11,200,000 | 44,800,000 |
The options are exercisable at any time within a period of 5 years from the Vesting Date. Standard commercial protections apply, including good leaver/bad leaver terms and provisions for clawback.
For further information please visit www.kerasplc.com, follow us on X (formerly Twitter) @kerasplc or contact the following:
| Russell Lamming | Keras Resources plc | info@kerasplc.com |
| Nominated Adviser & Broker Jen Clarke / Ewan Leggat Investor Relations Hugo de Salis | SP Angel Corporate Finance LLP Lepanto Consulting Ltd | +44 (0) 20 3470 0470 +44 (0) 7967 496 863 |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Russell Lamming Andrew Malashewsky Nicholas Taylor |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer Chief Financial Officer Non-Executive Chairman |
| b) | Initial notification/Amendment | Initial notification |
| a) | Name | Keras Resources plc |
| b) | LEI | 213800OZFKFM2N4R4F47 |
| a) | Description of the financial instrument, type of instrument; Identification code | Ordinary shares of 1 pence each; ISIN: GB00BMY2T534 |
| b) | Nature of the transaction | Conditional subscription for new Ordinary Shares as part of the second tranche of the Subscription |
| c) | Price(s) and volume(s) | Name Price(s) Volume(s) 1. Russell Lamming 2. Andrew Malashewsky 3. Nick Taylor £0.02 £0.02 £0.02 2,500,000 1,250,000 1,250,000 |
| d) | Aggregated information: aggregated volume; price | n/a |
| e) | Date of the transaction | 5 October 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Russell Lamming Andrew Malashewsky Nicholas Taylor |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer Chief Financial Officer Non-Executive Chairman |
| b) | Initial notification/Amendment | Initial notification |
| a) | Name | Keras Resources plc |
| b) | LEI | 213800OZFKFM2N4R4F47 |
| a) | Description of the financial instrument, type of instrument; Identification code | Ordinary shares of 1 pence each; ISIN: GB00BMY2T534 |
| b) | Nature of the transaction | Grant of options over Ordinary Shares pursuant to the Company’s share option plan |
| c) | Price(s) and volume(s) | Name Exercise Price(s) Volume(s) 1. Russell Lamming 2. Andrew Malashewsky 3. Nick Taylor £0.02 £0.02 £0.02 16,000,000 16,000,000 2,000,000 |
| d) | Aggregated information: aggregated volume; price | n/a |
| e) | Date of the transaction | 5 October 2026 |
| f) | Place of the transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.