Final Results

30 June 2025

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

 Final Results

Keras Resources plc (AIM: KRS) announces its final results for the year ended 31 December 2024.

Highlights

· PhosAgri Organic, the Company's high grade dry rock phosphate product increased to 5,297 tons in 2024, an increase of 15% from the 4,606 tons sold in 2023;

· Acquired an 8.4-acre property in Sutherland, 8 miles north of the town of Delta, Utah ("Delta Facility") which now houses the Company's 100% owned processing hub;

· Falcon Isle Resources Corp ("FIR") concluded the PhoSul Utah LLC joint venture ("JV") in January 2024 between FIR and PhoSul LLC ("PhoSul"), a specialised organic soil enhancement fertilizer company with granulator operations in Idaho, United States ("US");

· Commissioned the new Integrated Granulator Plant ("Granulator Plant") in June 2024 and commercial production was achieved in August 2024;

· Completed the 2024 mining campaign in October 2024. Crushed run-of-mine ("ROM") ore was hauled to the Delta Facility prior to the onset of winter snowfall for milling to 10 mesh and 50 mesh for direct sales as well as feed for the Granulator Plant; and

· This was the first winter that all ROM was stored in a dry, under-roof environment which will significantly benefit the beneficiation process.

Corporate

· The Consolidated Statement of Comprehensive Income for the year shows a loss of £753,000 (2023 - loss £446,000);

· In January 2024 and May 2024, the Company restructured its balance sheet with the issue of convertible loans of £300,000 (at a conversion price of £0.04) and £597,805 (at a conversion price £0.0275) and FIR issued Promissory Notes of $350,000 (at a 7% per annum interest rate) and £597,805 (at an 8% per annum interest rate);

· Post period end, on 25 June 2025 the Company issued zero coupon convertible loan notes for £750,000; and

· Funds were used to acquire the Delta facility and repay the remaining consideration for its acquisition of FIR and Falcon Isle Holdings LLC in March 2022, which 100% owns the Diamond Creek high grade phosphate mine ("Diamond Creek").

Russell Lamming, Keras Resources Executive Chairman, commented, "2024 marked the start of the Company's transition into a wholly owned, fully focussed North American business targeting the robust organic fertiliser market. The final payment for the acquisition of Diamond Creek is a significant milestone for the Company - this is the cornerstone asset of the Company which is considered to be the highest-grade rock phosphate project in North America. The acquisition of the Delta property and construction of the Granulator plant underpins the future value of that strategic asset and I believe the Company is now extremely well placed to take advantage of its position as the only 100% independent organic rock phosphate producer in North America. 

Posting of Annual Report

Copies of the Company's full Annual Report and Financial Statements (the "Annual Report") will be made available to download from the Company's website today at  https://kerasplc.com/results-and-reports/ and will also be posted to shareholders who elected to receive a hard copy on 30 June 2025.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

**ENDS**

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

Notes:

Keras Resources (AIM: KRS) wholly owns the Diamond Creek organic phosphate mine in Utah, US. Diamond Creek is one of the highest-grade organic phosphate deposits in the US and is a fully integrated mine to market operation with in-house mining and processing facilities. The operation produces a variety of organic phosphate products that can be tailored to customer organic fertiliser requirements.

The Company is focused on continuing to increase market share in the fast-growing US organic fertiliser market and build Diamond Creek into the premier organic phosphate producer in the US.

Chairman's statement

I am pleased to provide an update on our progress since the last report and to set out our outlook for the business going forward.

2024 marked the start of the Company's transition into a fully focussed North American business targeting the robust organic fertiliser market. Post consolidating the Company's 100% interest in Falcon Isle Resources Corp ("FIR"), the PhoSul Utah LLC joint venture ("JV") was concluded in January 2024 between FIR and PhoSul LLC ("PhoSul"), a specialised organic soil enhancement fertilizer company with granulator operations in Idaho, United States ("US"). In tandem, FIR acquired an 8.4-acre property in Sutherland, 8 miles north of the town of Delta, Utah ("Delta Facility") which now houses the Company's 100% owned processing hub with the new Integrated Granulator Plant ("Granulator Plant"). The JV agreement comprises a five year 50:50 JV where PhoSul will provide a zero interest bearing loan for 50% of the construction and commissioning costs of the Granulator Plant which only be repaid at the end of the initial 5 year JV term, or at the end of the JV if renewed and FIR remains the owner of the Granulator Plant. All operating expenses for the JV are shared 50:50 and the PhoSul® granulate comprises 80% of FIR's high grade organic rock phosphate from its Diamond Creek mine.

Commissioning of the Granulator Plant commenced in June 2024 and commercial production was achieved in August 2024. Several upgrades and optimisations were implemented during the year and the plant producing at nameplate saleable product output of 5 tons per hour. Although continuous operations were forecast for Q1 2025, the JV continues to operate on a single shift basis. Increased production through an additional shift are expected be to implemented during Q4 2025 and will be dependent on sales forecasts for the 2026 planting season.

The 2024 mining campaign was completed in October 2024. Crushed run-of-mine ("ROM") ore was hauled to the Delta Facility prior to the onset of winter snowfall for milling to 10 mesh and 50 mesh for direct sales as well as feed for the Granulator Plant. This was the first winter that all ROM was stored in a dry, under-roof environment which will significantly benefit the beneficiation process.

Falcon Isle - Diamond Creek Phosphate Mine

Keras, through its wholly owned subsidiary, Falcon Isle Resources Corp ("FIR"), owns the Diamond Creek organic rock phosphate mine ("Diamond Creek") located approximately 80km south-east of Salt Lake City and the Integrated Granulator Plant ("Granulator Plant") in Delta, both in Utah, USA. Diamond Creek, located on an 840-acre Federal Lease is one of the highest-grade phosphate deposits in the US and is a fully integrated mine to market operation with in-house mining and processing facilities.

FIR's dry, sized rock phosphate products, sold under the PhosAgri organic banner have received organic certification by all three key certification agencies in the USA - California ("CDFA"), Washington State ("WSDA") and the federal Organic Materials Review Institute ("OMRI"). As a Direct Shipping Ore it requires no chemical or synthetic upgrade processes, contains low heavy metal impurities, available P2O5 of between 11%-15% which is 3x higher than any other organic phosphate produced North America, and a calcium content of >25%.

In addition to producing PhosAgri, FIR owns 50% of the PhoSul Utah LLC joint venture ("JV") with Phosul LLC which produces the PhoSul® granulate comprising 80% of FIR's high grade organic rock phosphate from its Diamond Creek mine. Phosul® is the 2024 Green Chemistry Challenge Award winner for making phosphate fertilizer that avoids hazardous chemicals and waste emissions associated with traditional phosphate fertilizer production, such as strong acids, heavy metals, and radioactive materials.

Operations at the Delta Facility are progressing well where we are producing both Phosul® granulate and Falcon Isle's dry rock phosphate products, sold under the PhosAgri Organic banner. Sales of PhosAgri Organic for 2024 totalled 5,297 tons, an increase of 15% from the 4,606 tons sold in 2023. Sales of Phosul® from the JV only materially started in January of this year when the demand for Spring planting began. 

The Company is focused on continuing to build market share through its traditional milled dry rock products as well as its joint venture with Phosul LLC in the fast-growing US organic fertiliser market and build Falcon Isle Resources into the premier organic phosphate producer in the US.

Nayéga Cooperation Agreement / Togo

Keras signed a Cooperation Agreement in 2023 with the Republic of Togo ("State")("Cooperation Agreement") with regards the Nayéga manganese mine ("Nayéga") in northern Togo owned by Société Togolaise de Manganèse (STM), the States 100% owned investment company.

Keras will be paid an advisory fee of 1.5% of gross revenue generated from the Nayéga mine for the provision of advisory services for 3 years and 6.0% of gross revenue generated from the Nayéga mine for the provision of brokerage services for the lesser of 3.5 years or 900,000 tonnes of beneficiated manganese ore produced and sold from Nayéga.

On June 6 2025, Carrieres Mines Travaux Publics SA ("CMTP"), Nayéga's mining and logistics contractor, has completed the dry commissioning of the Nayéga processing plant and has mobilised its mining fleet to the Nayéga mine site with the aim of starting mining activities by the end of June 2025 and is expected to be processing ore at an initial rate of 4,000 tonnes of saleable manganese for the first 3 months starting July 2025 and thereafter at nameplate capacity of 8,000 tonnes per month of saleable ore.

The progress at Nayéga is very positive for Keras from an additional cashflow perspective and will underpin cashflows from the Company's flagship operation in Utah, USA. The Company continues to keep in close contact with the Togo Ministry of Mines in its advisory role with the State and we look forward to updating shareholders on progress in the near future.

Financial review

The Consolidated Statement of Comprehensive Income for the year shows a loss of £753,000 (2023 - loss £446,000).

In January 2024 and May 2024, the Company issued convertible loans of £300,000 (at a conversion price of £0.04) and £597,805 (at a conversion price £0.0275) respectively. On the same dates Falcon Isle issued Promissory Notes of $350,000 (at a 7% per annum interest rate) and £597,805 (at an 8% per annum interest rate) respectively.

The cash for the January funding was from the Diane H. Grosso Credit Shelter Trust, an associate of Chris Grosso, a 17% shareholder at the time of the issue and the cash for the May funding was from the Diane H. Grosso Credit Shelter Trust, Chris Grosso and Joseph Carbonne. Graham Stacey and I capitalised US$100,000 (GBP78,401) of outstanding fees each due from the Company on the same basis (50% in the form of Convertible Loans and 50% in the form of Promissory Notes).

On 25June 2025 the Company issued zero coupon convertible loan notes for £750,000.

The proceeds of the January funding were used to acquire the 8.4-acre Delta Facility, now the hub of the US operations and the proceeds of the May funding where used to pay the third tranche of US$800,000 of the cost of acquiring the former minority interest in Falcon Isle plus $100,000 of the final severance payment payable to the previous CEO of Falcon Isle, and for general working capital.

The restructuring of the Company's short-term liabilities reduced the impact of a pure equity raise and ensures that the Company can meet its current obligations without negatively impacting the long-term growth profile at the high-grade organic phosphate business in Utah, USA.

Outlook

Although sales of PhosAgri Organic increased to 5,297 tons in 2024, an increase of 15% from the 4,606 tons sold in 2023, the Company feels it should have achieved more. PhoSul® granulate sales were disappointing but were more due to upgrades and optimisations to the plant at important times in the planting season rather than the demand for the product which has been robust and continues to grow. We believe that the JV is now positioned to produce a consistent high-grade product into that growing market. The Company believes that its high grade PhosAgri Organic rock phosphate and the JV's Phosul® granulates are both significantly higher quality products compared to their peers and believe that the significant inroads into their respective markets over the past 18 months will show dividends in the near term. This sector is underpinned by the macro-economic tailwinds of the global fertiliser markets, and we remain bullish on our premium phosphate products and our position as we continue to build market share.

In addition to the cashflow projected from the US business we believe that the Nayéga project will start to contribute from the beginning of Q4 2025. The Directors are confident that Falcon Isle will be an increasingly profitable and valuable asset for the Group, and we look forward to updating our shareholders on our progress as we continue to ramp up production and build our position and market share of the fast-growing US organic phosphate market.

Finally, I would like to take this opportunity to welcome Colton Hale who joined the Company as Managing Director of FIR in March 2025 and thank my colleagues on the Board, specifically Graham Stacey who resigned in January 2025 for their hard work, and shareholders for their continuing support.

Russell Lamming

Chairman

27 June 2025

Our stated objective is to become the premier producer of organic rock phosphate fertilizer products in the United States ("US"). This remains our firm objective having Increased our ownership of Falcon Isle to 100% on 30 March 2022, putting us in sole control of how we achieve our objective in the rock phosphate sector of the organic fertilizer market in the US. 2024 was a challenging year, with the purchase of a freehold factory at Delta, Utah, the removal of the equipment to that site and the implementation of new granulator plant to produce product for our 50% owned joint venture associated company, Phosul Utah LLC. Including a testing period for the new equipment this consumed materially the whole of 2024. Notwithstanding disruption caused by the plant move, we were able to record an increase in the volume of our own product.

FIR expects to supply Phosul Utah with a steadily increasing tonnage of Diamond Creek's high grade, 50 mesh organic PhosAgri product during the course of 2025 as we expand operations to an estimated 10,500 tons of PhosAgri annually when the JV is expected to be fully operational later in 2025. This will be priced at a marginal discount to FIR's normal selling price. In due course, sales to Phosul Utah are expected to more than double FIR's annual turnover at steady-state operations, and in addition FIR will be entitled to 50% of the profits of the Phosul Utah.

Our short- to medium-term strategy is therefore to continue milling our crushed ROM ore through the mobile Prosizer horizontal impact milling and screening unit, and more importantly to optimise the operation of the integrated plant at our Delta facility. Falcon Isle will retain the marketing & logistics functions of our own dry milled PhosAgri Organic products (10, 50, and 350 mesh), with marketing of the PhoSul® product being handled by PhoSul LLC with our assistance on the logistics fronts.

In addition, we will continue to pursue the potential presented by liquid products, through the solubilising and/or microbial/bacterial digestion of our finer 350 mesh products for use in liquid blends in fertigation (drip fed irrigation) and hydroponic applications. The application of liquid organic products at higher available phosphate (P2O5) ensures quicker absorption, provides for tighter quality control, reduces losses in the application processes and provides us with access to a rapidly growing indoor controlled environment agricultural ('CEA') sector.

Sustainability

Keras is committed to responsible mining and upholding ESG best practice across our business. We are similarly committed to our stakeholders and are focused on looking to create value and benefits for all whilst seeking to manage and mitigate the potential impacts that our operations may have. We are focussed on mining an essential resource that can contribute to a more sustainable future and importantly sustainable and regenerative agriculture. With the Diamond Creek mine, we are now moving towards running a more lucrative operation including production of granulated fertilizer through the PhoSul Utah JV. Our own business model involving only crushing & milling remains relatively straightforward and we remain focused on meeting our commitments across the ESG space and will continue to be proactive in this area as we look to develop and sustain a positive legacy.

Risk Management

The Board regularly reviews the risks to which the Group is exposed and ensures through its meetings and regular reporting that these risks are minimised as far as possible. The principal risks and uncertainties facing the Group at this stage in its development are:

Market Risk

Unlike marketing globally traded, indexed commodities into international markets, growing market share within the niche organic fertiliser market within North America presents risk in terms of pricing and volume.

The business has a broad range of existing customers, three of which are anchor clients having provided commitments to purchase a pleasing base load of our planned annual production. Our marketing strategy rollout will include presence at industry trade exhibitions and conferences, as well as regular regional direct contact visits with a comprehensive schedule of contacts within the wholesale and distribution segments of the organic fertiliser market. Our business model will largely be driven by uptake from co-operative clients with wide distribution networks, rather than selling directly to farmers themselves.

Exploration Risk

The Group's business has included mineral exploration and evaluation which are speculative activities and there is no certainty that the Group will be successful in the definition of economic mineral resources, nor that it will proceed to the development of any of its projects or otherwise realise their value.

The Group aims to mitigate this risk when evaluating new business opportunities by targeting areas of potential where there is at least some reliable historical sampling, drilling or more detailed geological data available.

Resource Risk

All mineral projects carry risk associated with defined grade and continuity. Mineral resources and reserves are calculated by the Group in accordance with accepted industry standards and codes but are always subject to uncertainties in the underlying assumptions which include geological projection and commodity price assumptions. The Group reports exploration targets, mineral resources and ore reserves in accordance with internationally approved codes where our operations/projects are located, which set minimum standards for public reporting of mineral exploration results, mineral resources and ore reserves.

Development Risk

Delays in permitting, financing and commissioning a project may result in delays to the Group meeting development and/or production targets. Changes in commodity prices can affect the economic viability of mining projects and affect decisions on continuing exploration activity.

Mining and Processing Technical Risk

Notwithstanding the completion of metallurgical testwork, trial mining and pilot studies indicating the technical viability of a mining operation, variations in mineralogy, mineral continuity, ground stability, ground water conditions and other geological conditions may still render a mining and processing operation economically or technically non-viable. The Group has a small team of mining professionals experienced in geological evaluation, exploration, financing and development of mining projects. To mitigate development risk, the Group supplements this from time to time with engagement of external expert consultants and contractors.

Environmental Risk

Exploration and development of a project can be adversely affected by environmental legislation and the unforeseen results of environmental studies carried out during evaluation of a project. Once a project is in production unforeseen events can give rise to environmental liabilities.

As Keras undertakes mining operations, any disturbance to the environment during this phase is required to be rehabilitated, with specific requirements for closure and closure funding in accordance with prevailing regulations of the countries in which we operate as well as to international best-practice. Given the Group's size and scale it is not considered practical or cost effective to collect and report data on carbon emissions.

Financing & Liquidity Risk

The Group has had an ongoing requirement to fund its activities through the equity markets and may in future need obtain finance for further project development. There is no certainty such funds will be available when needed. To date, Keras has managed to raise funds through both debt and equity placements despite the very difficult markets that currently exist for raising funding in the junior mining industry.

Political Risk

All countries carry political risk that can lead to interruption of activity. Politically stable countries can have enhanced environmental and social permitting risks, risks of strikes and changes to taxation whereas less developed countries can have, in addition, risks associated with changes to the legal framework, civil unrest and government expropriation of assets.

Partner Risk

Whilst there has been no past evidence of this, the Group can be adversely affected if joint venture or equity partners are unable or unwilling to perform their obligations or fund their share of future developments. Keras currently operates PhoSul Utah LLC as a 50/50 joint venture with PhoSul LLC which we regard as mutually beneficial.

Bribery Risk

The Group has adopted an anti-corruption and bribery policy and whistle blowing policy under the Bribery Act 2010. Notwithstanding this, the Group may be held liable for offences under that Act committed by its employees or subcontractors, whether or not the Group or the Directors had knowledge of the commission of such offences.

Financial Instruments

Details of risks associated with the Group's financial instruments are given in Note 28 to the financial statements. Keras does not utilise any complex or derivative financial instruments.

COVID-19

Travel and shipping restrictions in place globally during 2021 had a direct impact on timing and cost of delivery of plant and equipment to the USA. However, given recent developments the Directors do not believe that Covid 19 will have a material effect on the Company or its operations going forward.

Insurance Coverage

The Group maintains a suite of insurance coverage that is appropriate for the Group and Company. This is arranged via a specialist mining insurance broker and coverage includes public and products liability, travel, property and medical coverage and assistance while Group employees and consultants are travelling on Group business. This is reviewed at least annually and adapted as the Group's scale and nature of activities changes. Keras also has Directors and Officers insurance in place.

Internal Controls and Risk Management

The Directors are responsible for the Group's system of internal financial control. Although no system of internal financial control can provide absolute assurance against material misstatement or loss, the Group's system is designed to provide reasonable assurance that problems are identified on a timely basis and dealt with appropriately. In carrying out their responsibilities, the Directors have put in place a framework of controls to ensure as far as possible that ongoing financial performance is monitored in a timely manner, that corrective action is taken and that risk is identified as early as practically possible. The Directors review the effectiveness of internal financial control at least annually.

The Board, subject to delegated authority, reviews capital investment, property sales and purchases, additional borrowing facilities, guarantees and insurance arrangements.

The Board takes account of the significance of social, environmental and ethical matters affecting the business of the Group. At this stage in the Group's development the Board has not adopted a specific policy on Corporate Social Responsibility as it has a limited pool of stakeholders other than its shareholders. Rather, the Board seeks to protect the interests of Keras' stakeholders through individual policies and through ethical and transparent actions. The Group has adopted an anti-corruption and bribery policy and a whistle blowing policy as stated previously.

Shareholders

The Directors are always prepared, where practicable and subject to confidentiality under the AIM Rules, to enter into dialogue with shareholders to promote a mutual understanding of objectives. The Annual General Meeting provides the Board with an opportunity to informally meet and communicate directly with investors.

Employees

The Group has recently employed a country manager based in Utah, USA, but it operates primarily through contractors. Notwithstanding this, the Group engages its contract employees to understand all aspects of the Group's business and seeks to remunerate them fairly, being flexible where practicable. The Group gives full and fair consideration to applications for employment received regardless of age, gender, colour, ethnicity, disability, nationality, religious beliefs, transgender status or sexual orientation. The Group takes account of employees' interests when making decisions and welcomes suggestions from employees aimed at improving the Group's performance.

The Group currently operates exclusively in the USA but with agreements with the Togolese State to provide advisory and brokerage services in Togo. It recruits locally as many of its employees and contractors as practicable. The Company has three directors, two male and one female.

Suppliers and Contractors

The Group recognises that the goodwill of its contractors, consultants and suppliers is important to its business success and seeks to build and maintain this goodwill through fair dealings. The Group has a prompt payment policy and seeks to settle all agreed liabilities within the terms agreed with suppliers. Contractors are appointed based on a detailed assessment of their capabilities, capacity and track record. Over time, as the Company grows its understanding of the various aspects of its operations in-sourcing of certain operational components may be considered as a means to reduce costs.

Health and Safety

The Board recognises that it has a responsibility to provide strategic leadership and direction in the development of the Group's health and safety strategy in order to protect all of its stakeholders. The Group does not have a formal health and safety policy at this time. This is re-evaluated as and when the Group's nature and scale of activities expand.

Section 172 statement

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of S172 are for the Directors to:

• Consider the likely consequences of any decision in the long-term;

• Act fairly between the members of the Company;

• Maintain a reputation for high standards of business conduct;

• Consider the interests of the Company's employees;

• Foster the Company's relationships with suppliers, customers and others; and

• Consider the impact of the Company's operations on the community and the environment.

The Company's operations and strategic aims are set out throughout the Strategic Report and in the Chairman's Statement, and relationships with stakeholders are also dealt with in the Corporate Governance Statement.

Russell Lamming

Director

This Strategic Report was approved by the Board of Directors on 27 June 2025.

RUSSELL LAMMING

Executive Chairman

Russell Lamming is a qualified geologist with an honours degree in geology from the University of the Witwatersrand and a Bachelor of Commerce in Economics from the University of Natal. Russell has a broad range of experience including directorship of a South African mining consultancy and precious metals analyst for a leading international broker and was the CEO of AIM listed Chromex Mining and Goldplat Plc. He has strong relationships in London and internationally and has raised considerable funds for resource companies over the years.

BRIAN MORITZ

Non-Executive Director

Brian is a Chartered Accountant and former Senior Partner of Grant Thornton, London. He formed Grant Thornton's Capital Markets Team which floated over 100 companies on AIM under his chairmanship. In 2004 he retired from Grant Thornton to concentrate on bringing new companies to the market as a director. He concentrates on mining companies, primarily in Africa, and was formerly chairman of African Platinum PLC ("Afplats") and Metal Bulletin PLC as well as currently being a director of several junior mining companies.

CLAIRE PARRY

Non-Executive Director

Claire is a Chartered Accountant and the senior partner in the Canterbury office of Azets, a top 10 UK accounting firm. With over 20 years in the accountancy profession, she specialises in audit services, and also has practical experience in the application of IFRS and accounting and financial control generally for smaller quoted companies, primarily in the natural resources sector.

To the extent applicable, and to the extent able (given the current size and structure of the Company and the Board), the Company has adopted the Quoted Companies Alliance Corporate Governance Code. Details of how the Company complies with the principles contained in the Code are set out below. The Company intends to comply with the newly revised Code in due course.

No key governance matters have arisen since the publication of the last Annual Report.

Taking account of the Company's size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed. Further disclosures under the Code are included on the Company's website.

Principle 1: Establish a strategy and business model which promote long term value for shareholders.

The Company's strategy is to identify mining projects which can be developed to create value and income for shareholders. In June 2017 this strategy was successfully demonstrated when the Company's Australian gold exploration assets were floated on the Australian Securities Exchange (ASX) with the name Calidus Resources Limited. In November 2019 the Company's shares in Calidus were demerged and transferred to the Company's shareholders by way of a capital reduction.

The demerger permitted the Board to examine other projects, and in particular the Diamond Creek phosphate mine in Utah, USA, where the Company completed the staged acquisition of 100% equity interest in March 2022. This is now the Group's main project. A joint venture with PhoSul LLC, a specialised organic soil enhancement fertilizer company with granulator operations in Idaho, United States, is expected to hasten expansion in the USA.

The Company had, for some years, been seeking to convert the Research Permits held by its 85% owned subsidiary, Société Générale de Mines SA, over the Nayéga manganese project in Togo, to an Exploitation Permit. The Company has sold its intellectual property and other assets relating to Nayéga to a newly formed parastatal company, so that it no longer operates in Togo, but will continue to provide advisory and brokerage services relating to the Nayéga Mine to the Togolese State.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation.

The risks facing the Company are detailed in the Strategic Report. The Board seeks to mitigate such risks so far as it is able to do, but certain important risks cannot be controlled by the Board.

In particular, products the Company is seeking to identify and mine are traded globally at prices reflecting supply and demand rather than the cost of production. So far as the Company is concerned, the substantial decline in the price of iron ore rendered two previous projects non-viable, both of which had previously appeared to have substantial value on a discounted cash flow basis, and they were abandoned.

The Company will only invest in exploration projects where there is a legal right to convert an initial exploration licence to a mining licence.

Principle 5: Maintain the Board as well-functioning, balanced team led by the chair.

Graham Stacey, the previous CEO, had with primary responsibility for the Diamond Creek phosphate mine in Utah, USA. His function in Utah has now devolved to a newly recruited full time country manager, Colton Hale. Russell Lamming has become executive Chairman on a temporary basis, The other directors, Brian Moritz and Claire Parry are non-executive directors, of whom Claire Parry is independent. Board meetings are normally conducted by video conference or by telephone, supplemented by physical meetings.

The Executive Chairman is in regular touch with the Directors, by email and telephone.

Non-executive directors are committed to devote 24 days per annum to the Company, but they are likely to exceed that required time commitment. Standard director's fees are currently £24,000 per annum for each non-executive director, below the median for AIM companies. Brian Moritz also acts as Company Secretary and has board responsibility for accounting matters and receives an extra £12,000 per annum in respect of those responsibilities. No further amounts are paid for serving on Board committees.

There were 11 board meetings held in 2024. With the exception of meetings solely to formally ratify agreed decisions, all directors were present at those meetings.

Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.

Brief CVs of the directors are disclosed elsewhere in this Annual Report.

Each of the directors maintains up to date skills by a combination of technical journals, courses, conferences and trade shows.

As an exploration and mining Company the Board requires skills in the area of geology and mining. Russell Lamming is a qualified geologist with long experience in the management of junior mining companies. Importantly, he has previously been in charge of the construction and operation of mines.

Brian Moritz and Claire Parry are Chartered Accountants. In addition to his financial skills, Brian Moritz has previously been registered as a Nominated Adviser and has wide experience of corporate transactions.

The advice of Azets, a top 10 UK accounting firm in which Claire Parry is a partner, has been sought on technical accounting matters, in particular in relation to compliance with IFRS.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

The Board has successfully achieved a major objective by acquiring a phosphate mine in Utah, USA, acquiring freehold premises in which to construct a processing plant and commencing production. The next stage for this mine is to expand its product range and client base., which it expects to achieve through the joint venture. Phosul Utah LLC.

The Board will concentrate on achieving profitable production and positive cash flow from its existing project while continuing to seek other projects.

Given the current state of the Company's development the directors believe that the Board operates efficiently and cost effectively and that the cost of an external review process is not justified.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours.

So far as possible the Company recruits locally for staff and sub-contractors.

In Utah, the Group's product is a natural organic fertilizer which plays its part in reducing reliance on synthetically manufactured fertilizers, which have a high carbon footprint.

The Company has adopted a comprehensive anti-corruption and whistle blowing policy and an ethical policy which is strictly applied.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Board communicates with its stakeholders through social media and webcasts, as well as by announcements on RNS. It welcomes the ability to meet and engage with shareholders at general meetings.

The audit committee normally meets twice per annum, on its own to consider and approve the interim results, and with the auditors to consider the annual report and matters raised by the auditors based on their audit. So far as possible recommendations by the auditors are immediately implemented. As the CEO is also present as an observer at such meetings, no further report is submitted to the Board. 

The remuneration committee meets on an ad hoc basis when required. No meeting was required or held in 2024, and no formal report was issued. Fees paid to the non-executive directors are settled by the Chief Executive Officer, now by the Executive Chairman.

Russell Lamming

The Directors present their report together with the audited financial statements of the Group for the year ended 31 December 2024.

The Group's projects are set out in the Strategic Report.

Review of business and financial performance

Further details on the financial position and development of the Group are set out in the Chairman's Statement, the Strategic Report and the annexed financial statements.

Strategic Report

In accordance with Companies Act, s414C(11), the Company has chosen to set out in the Company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, s7, to be contained in the directors' report. It has done so in respect of the review and analysis of the business during the current year.

Results

The Group reports a loss for the year of £753,000 (2023 - loss £446,000).

Major events after the balance sheet date

Subsequent events are detailed in note 30.

Dividends

The Directors do not recommend payment of a dividend for the year ended 31 December 2024 (2023 - £nil).

Political donations

There were no political donations during the year (2023 - £nil).

Energy and carbon report

The Group is classified as "a low energy user" under these regulations therefore is exempt from reporting on its emissions, energy consumption or energy efficiency activities.

Going concern

The Directors continue to adopt the going concern basis in preparing the financial statements as further explained in Note 2 to the financial statements.

Directors' indemnities

The Group maintains Directors and Officers liability insurance providing appropriate cover for any legal action brought against its Directors and/or officers.

Audit Committee

The Audit Committee, which currently comprises B Moritz and C Parry, and is chaired by B Moritz, is responsible for ensuring the financial performance, position and prospects of the Group are properly monitored and reported on and for meeting the auditors and reviewing their reports relating to accounts and internal controls. Meetings of the Audit Committee are held at least twice a year, at appropriate times in the reporting and audit cycle. The Audit Committee reports to the Board on its proceedings after each meeting on all matters for which it has responsibility. The members of the Audit Committee are subject to annual re-election by the Board.

Remuneration Committee

The Remuneration Committee, which comprises B Moritz and C Parry and which is chaired by B Moritz, reviews the performance of the executive directors and sets their remuneration, determines the payment of bonuses to executive directors and considers the future allocation of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time to Directors and employees. Meetings of the Remuneration Committee are held on an ad hoc basis as required. The Remuneration Committee reports to the Board on its proceedings on all matters for which it has responsibility. The members of the Remuneration Committee are subject to annual re-election by the Board.

Directors

The following Directors held office throughout the year:

B Moritz

R Lamming

G Stacey (resigned 16 January 2025)

C Parry

Directors' interests

The beneficial interests of the Directors holding office on 31 December 2024 in the issued share capital of the Company, including spouses of Directors, were as follows:

On 7 April 2025 Russell Lamming subscribed for 1,816,836 new ordinary shares and Brian Moritz subscribed for 523,383 new ordinary shares. Both subscriptions were at a price of 1.4861p per share.

Directors' remuneration and service contracts

Details of remuneration payable to Directors as disclosed in note 11 to these financial statements:

Statement of Directors' responsibilities

The Directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group financial statements in accordance with UK-adopted International Accounting Standards ("UK-adopted IAS")  in conformity with the requirements of the Companies Act 2006 and the company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law).

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss of the Group and Parent Company for that period. 

In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates that are reasonable and prudent;

· state whether the consolidated financial statements comply with UK-adopted IAS and the parent company financial statements are prepared in accordance with UK GAAP/FRS 101 in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Company is compliant with AIM Rule 26 regarding the Company's website.

Statement of disclosure to auditor

Each Director at the date of approval of this report confirms that;

So far as they are aware,

· there is no relevant audit information of which the Company's auditor is unaware; and

· they have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

Auditor

A resolution proposing the re-appointment of MAH, Chartered Accountants, as auditor of the Company will be proposed at the Annual General Meeting.

By order of the Board

Brian Moritz

Director

27 June 2025

Opinion

We have audited the financial statements of Keras Resources Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statement of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows and Notes to the Consolidated Financial Statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is United Kingdom Accounting Standards, including FRS 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice) and as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

· the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

· the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

· the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice and as applied in accordance with the provisions of the Companies Act 2006; and

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's and parent company's ability to continue to adopt the going concern basis of accounting included reviewing cashflow forecasts covering a period of 12 months from the date of approval of these financial statements, considering the levels of discretionary and non-discretionary expenditure forecasted, challenging and conducting sensitivity analysis using the key inputs and assumptions underpinning said forecasts, ascertaining the group and parent company's current cash position and reviewing the group and parent company's performance since the period end.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

For the purposes of determining whether the financial statements are free from material misstatement, we define materiality as the magnitude of misstatement that makes it probable that the economic decisions of a reasonably knowledgeable person, relying on the financial statements, would be changed, or influenced. We also determine a level of performance materiality which we use to assess the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

Materiality for the group financial statements as a whole was set as £123,000. This was calculated based upon 2% of gross assets due to the group's significant capitalised exploration costs being key balances of interest within the financial statements and the fact that though generating revenues, the group is not yet profit generating.

Materiality for the parent company financial statements as a whole was set as £118,000.

We also agreed to report to the audit committee any other audit misstatements below the triviality thresholds established above which we believe warranted reporting on qualitative grounds.

Our approach to the audit

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing, and extent of our audit procedures.

In designing our audit, we considered areas involving significant accounting estimates and judgements by the directors as well as future events that are inherently uncertain. These included the recoverable value of the group's capitalise exploration expenditure, the recoverable value of the parent company's investment in its subsidiary and the amounts due to the parent company by its subsidiaries. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We performed full scope audits of the financial information of the components within the Group which were individually financially significant and material. We also performed specified audit procedures over certain account balances and transaction classes that we regarded as material to the Group, as well as analytical procedures, for components which were not significant and not material. The audit work and specified audit procedures covered the whole of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

· the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

· the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

· the parent company financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

· We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research and our cumulative audit knowledge and experience of the sector.

· We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from UK Company Law, rules applicable to issuers on AIM, UK and US employment law and local mining, environmental and health and safety laws in the US.

· We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to:

o  Discussions with management regarding compliance with laws and regulations by the parent company and the components;

o  Review of board minutes; and

o  Review of regulatory news announcements made throughout and post period-end.

· We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, we identified the potential for management bias was identified in relation to the impairment of capitalised exploration expenditure l and we addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimates and judgements.

· As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; discussing with management as to whether there were any instances or suspicions of fraud since 1 January 2024 within the parent company or components and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mohammed Haque (Senior Statutory Auditor)

For and on behalf of

MAH, Chartered Accountants (Statutory Auditor)

2nd Floor, 154 Bishopsgate,

London, EC2M 4LN

27 June 2025

The notes set out below are an integral part of the consolidated financial statements.

The financial statements were approved by the Board of Directors and authorised for issue on 27 June 2025. They were signed on its behalf by:

Russell Lamming

Director

The notes below are an integral part of the consolidated financial statements.

The notes set out below are an integral part of the consolidated financial statements.

The notes set out below are an integral part of the consolidated financial statements.

Changes in liabilities arising from financing activities

The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities for which cash flows were, or future cash flows will be, classified in the Group's Consolidated Statement of Cash Flows as cash flows from financing activities.

\* The deferred consideration payment is split between two lines being the element for the share investment and the element for the loans novated as detailed in note 17.

The notes set out below are an integral part of the consolidated financial statements.