I have posted this few days ago under Keras RTO by PNO but they changed the name to Calidus. So i will post the details below again as a seperate thread. Now I got confirmation that Hartley's and Argonaut and Euroz would be raising around $8 mil for this RTO. The word from perth is each guy wants the whole show for themselves as they feel it is super tight structure and will be the First Gold Developer not Explorer after many years on ASX from WA. Apparently very high Grades and highly proven areas ready to drill in 4 weeks on top of their existing Inferred Resource. EV of around $7 mil with no cheap shares what so ever. All the shares Pre Raising and at RTO would be 2c and Oppies are 1 for 4 and exercisable at 2.5c but you have to pay 1c upfront is the word. So there is no dump of cheap shares. Structure is super tight. Continuous news flow fro Day 1 of listing onwards and this one has the potential to be a multi bagger very very quickly. Very decent management as well. The brokers scrambling for this RTO makes a statement that how good this TRO is. Good luck. We should have more news soon. Resisting in May to June. Just giving heads up to our forum. Cheers.
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Look at the announcement made on the London AIM for Keras. These guys are listing their Gun Gold Projects in WA Pilbara ( They acquired all the tenements around the Klondike project where lots of Shallow High grade stuff and a lot of drilling to be done as well on top of its Inferred Resource of 410000Oz. Apparently Otsana owns the Shell PNO. Raising 7.875 Mil with 1 for 4 one Cent Oppies. Shares would be at 2c and 1c Oppies would be exercisable at 2.5c ( On my Calculations ) They are raising $7 Mil for the shares and $875000 for the 1c oppies and it appears on my Calcs it has to be 1 for 4 Oppies and we have to pay 1c. Structure will be very tight EV I was informed by the broker around EV of $9 Mil or so. No cheap shares as every share including the pre IPO shares will be at 2C. Apparently 3 brokers are fighting it out and some of the names thrown out were Hartley's etc. It may be possible that all brokers could split it as everyone wants the action for themselves. Who knows we may get some action via Akela too!!
Their Drilling to expand the resources plus other Very High Grade Grounds will commence straight away after the resisting apparently. With the drill holes they conducted at the end of last year they encountered very very high grade intercepts at even very shallow depths. They only drilled 2km of the 7.5km of Klondike Project and when they did the rock sampling and preliminary studies they are confidant that the whole of the 7.5 Km is mineralised and high grades. Their other projects are also extremely high Grade Potential. In Summary keras has the Potential to be the newest Multi Million Oz Producer very quickly. No wonder very broker and their dog wants this for themselves. So we will be entering this at a very cheap EV and very high potential that this could and will be a mega multi bagger producer very quickly. All this info is accurate as the source is accurate. Lets see what pans out from Day 1 of the relissting. I don't have any other info, so don't worry about emailing etc. This will be very tight and very tightly and cheaply valued and very well supported. Have a look at their London listed Aim to get all the info. Management led by Dave Reeves is highly credible I heard as well. Good Luck and lets hope we get some in this when time comes.
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Listing of Australian Gold Assets on the ASX
Released 07:00 21-Mar-2017
RNS Number : 0413A
Keras Resources PLC
21 March 2017
Listing of Australian Gold Assets on the Australian Securities Exchange ("ASX")
Keras Resources plc is pleased to announce its plans for the proposed listing of the Company's Australian gold assets on the ASX. Keras has today entered into a binding agreement whereby Pharmanet Group Limited ("Pharmanet") (ASX: PNO), an ASX listed company, will acquire 100% of the Company's wholly owned subsidiary Keras (Gold) Australia Pty Ltd ("Keras Australia") (the "Transaction"). Following the completion of the Transaction, Pharmanet intends to change its name to Calidus Resources Limited ("Calidus"). The agreement is subject to the satisfaction or waiver of certain conditions precedent as set out below.
The ASX is a recognised global mining securities exchange and the Company's directors have long held the view that it is the natural home for Keras' Australian gold assets. The Transaction will place Keras' Australian gold assets in a standalone entity, which management believe will have the potential to become one of the few independent near term gold development companies on the ASX.
Transaction Overview
· Keras and Pharmanet have today entered into a binding agreement whereby Pharmanet will acquire 100% of Keras Australia;
· Consideration for the Transaction will be satisfied via the issue of ordinary shares in Pharmanet, subject to the achievement of certain agreed milestones, details of which are summarised below;
· Pharmanet is an ASX listed company that has recently been reorganised, and it is anticipated to relist as Calidus Resources Limited in Q2 2017 subject to completion of the Transaction and re-compliance with Chapters 1 and 2 of the ASX Listing Rules;
· In conjunction with the Transaction, Pharmanet will complete a capital raising, by way of prospectus, targeting a raising of A$8 million (£4.9million) (the "ASX Capital Raising"). Pharmanet will also raise A$0.6 million from sophisticated investors prior to completion of the Transaction to fund an initial work programme and working capital;
· The funds raised via the ASX Capital Raising will be used to undertake a major drilling and exploration programme at the Warrawoona Gold Project, to undertake initial Scoping Studies and to repay the Company's Acquisition Finance Facility as summarised in the Company's announcement of 12 September 2016;
· On completion of the Transaction, Keras board members Dave Reeves and Peter Hepburn-Brown will be appointed to the Board of Pharmanet as Managing Director and non-executive director respectively;
· On listing, Mr Keith Coughlan has agreed to join the board of Pharmanet as a non-executive Chairman. Mr Coughlan is currently Managing Director of European Metals Holdings Limited (ASX and AIM);
· Mr Adam Miethke will remain a non-executive Director of Pharmanet. Mr Miethke is a qualified geologist with extensive industry and corporate experience. He has worked for mining companies, investment funds and most recently as head of Metals and Mining for an Investment Bank;
· The Transaction is the realisation of the Board's intention to provide a standalone ASX listed gold company, with a dedicated board and management team to unlock value for shareholders from the Company's gold assets; and
· Keras will retain an 85% interest in the Company's Nayega Manganese Project in Togo (the "Nayega Project"), which the Board is confident can deliver significant value in the near-term.
The Transaction constitutes a fundamental change of business pursuant to AIM Rule 15 and, as such, is conditional on shareholder approval at a General Meeting of the Company. A circular containing, inter alia, details of the Transaction and a Notice of General Meeting will be sent to shareholders in due course, and a further announcement will be made at that time.
Keras Managing Director Dave Reeves said, "The Transaction outlined today represents the delivery of the Company's long term objective of providing a rationalised structure for Keras. The proposed outcome is a standalone ASX listed company housing the Company's gold assets, for which there has been significant interest both in Australia and internationally.
"The board decided on this Transaction structure as opposed to the IPO of Keras Australia on the ASX as it should provide our shareholders significant upside through the achievement of key milestones relating to the development of our Australian gold assets. Furthermore, I believe the Transaction represents fair value for Keras shareholders."
Further Information relating to the Transaction
The key terms of the Transaction are as follows:
· Pharmanet will acquire 100% of the issued share capital of Keras Australia in consideration for Pharmanet issuing to Keras 225,000,000 fully paid ordinary shares in Pharmanet. At this stage and assuming A$8m is raised via the ASX Capital Raise, Keras will initially hold approximately 31% of Pharmanet;
· A further 525,000,000 Pharmanet shares will to be issued to Keras following the achievement of certain milestones (the "Performance Shares"), namely:
o 250,000,000 Performance Shares will be issued to Keras upon the announcement of a JORC compliant Indicated or Measured Resource of at least 500,000oz of Gold at the Klondyke Gold Project ("Klondyke") within 18 months of the completion of the Transaction; and
o A further 275,000,000 Performance Shares will be issued to Keras upon the announcement of a positive pre-feasibility study, which demonstrates Klondyke is commercially viable within 36 months of the completion of the Transaction. At this stage and assuming A$8m is raised via the ASX Capital Raise, Keras will hold approximately 60% of Pharmanet prior to the exercise of any listing options.
· Were Pharmanet to enter into a transaction whereby it is acquired or it agrees to sell the Australian gold assets for at least A$50 million on a fully diluted basis, at a time when the Performance Shares had not yet vested, all of the Performance shares would immediately vest.
· As a condition precedent to the Transaction, Pharmanet must complete the ASX Capital Raising by way of prospectus at AU$0.02 per share. Further details of the capital raise will be announced by both Keras and Pharmanet as appropriate.
· Other conditions precedent to the Transaction include, but are not limited to:
o Pharmanet and Keras obtaining all necessary shareholder, third party and regulatory approvals necessary to complete the Transaction;
o Pharmanet obtaining conditional approval by ASX to reinstate Pharmanet's securities to trading on ASX; and
o Pharmanet undertaking a consolidation of its share capital on a ratio of 300:1.
· Transaction completion and re-listing of Pharmanet on the ASX is targeted for Q2 2017.
· Full details of the Transaction will be made available to shareholders via a Circular and Notice of General Meeting that will be sent to shareholders shortly.
Extension of Acquisition Finance Facility
The Company also announces that it has entered into an agreement with the consortium of investors arranged by Riverfort Global Capital Ltd (the 'Investors') to extend the maturity date of its 6 month Acquisition Finance Facility Agreement, as detailed in the Company's announcements of 12 September 2016 and 5 October 2016, by two months until 3 June 2017, in order to allow time for the Transaction and the ASX Capital Raising to complete.
Under the terms of this agreement, Keras will repay the Investors a total of US$2.2m (£1.77m) from the ASX Capital Raising and any additional interest up to a maximum of US$240,000 (£194,000) via the issue of Keras shares.
Further Information relating to Keras
Following completion of the Transaction, the Australian gold assets will be owned by Pharmanet. Assuming full subscription of the ASX Capital Raising, Keras will hold an equity interest in Pharmanet initially amounting to approximately 31%, increasing to approximately 60% if the milestones relating to the Performance Shares are met and no further capital raisings undertaken or options exercised.
Keras is currently awaiting the award of a mining permit for the Nayega Project. Once this permit is received, the Company intends to develop the manganese asset into a low-cost, export mining operation. Further announcements regarding the Nayega Project will be made as appropriate.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.
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