Keras Resources pivots to Namibian copper with US phosphate sale and £1.7 million raise

Keras Resources' 2025 final results contain a large statutory loss, but that is not really the main story. The AIM-listed resources company is proposing a substantial restructuring that would shift its focus from US phosphate production to copper exploration in Namibia.

Subject to shareholder approval, Keras intends to sell its US phosphate interests for US$1.0 million in cash and the cancellation of convertible loan notes. It will retain an uncapped production royalty, while a conditional £1.7 million equity raise is designed to help fund the new Namibian strategy.

This is less a routine set of annual accounts and more an attempt to reset the business, simplify the balance sheet and give Keras a clearer investment case.

Keras Resources' key 2025 figures

Metric	2025	2024
Revenue	£1.442 million	£1.119 million
Gross profit	£996,000	£294,000
Operating loss	£262,000	£670,000
Loss before tax	£3.280 million	£753,000
Total comprehensive loss	£3.331 million	£737,000
Cash at year-end	£153,000	£249,000
Total equity	£424,000	£2.951 million
Loans and other borrowings	£2.023 million	£1.997 million

Revenue increased by 28.9%, while gross profit more than tripled. The phosphate segment generated a £136,000 pre-tax profit, compared with a £104,000 loss in 2024.

However, these operational improvements were overwhelmed at group level by a £2.8 million impairment against the North American assets ahead of their proposed disposal. An impairment is an accounting reduction in an asset's carrying value when management believes that value is no longer recoverable in full.

The impairment does not include any potential future value from the proposed Diamond Creek royalty.

The proposed sale of the US phosphate business

Keras has agreed, subject to shareholder approval, to sell 100% of Keras US LLC to major shareholders Christopher Grosso and Joe Carbone.

The assets being sold include Falcon Isle Holdings LLC, Falcon Isle Resources Corp and a 50% interest in Phosul Utah LLC. Falcon Isle owns the Diamond Creek phosphate mine in Utah.

The consideration comprises:

• US$1.0 million in cash, payable on completion
• Cancellation of all convertible loan notes held by the purchasers, including accrued interest
• An uncapped royalty retained by Keras of US$10 per long ton on material produced and sold by Falcon Isle Resources

Keras says completion would remove its exposure to Falcon Isle's creditor position, which stood at £1.826 million at 31 December 2025, and eliminate £908,000 of long-term debt.

The royalty is an important part of the deal. It would allow Keras to retain exposure to future Diamond Creek production without having to fund the operation or carry its ongoing costs. There is no disclosed cap on the royalty, although future receipts will naturally depend on material being produced and sold.

The proposed disposal is not presented as a rejection of Diamond Creek. Rather, the board believes the phosphate operation needs additional investment and would be better funded independently of Keras.

Investors can read the full original company announcement.

Why Keras is turning to copper in Namibia

The planned replacement strategy centres on an initial 51% interest in Cornerstone and its land position near Opuwo in north-western Namibia's Kaoko Belt.

Cornerstone has assembled an initial contiguous package covering 6,214 hectares, equivalent to 62.14 square kilometres. The area includes historic artisanal and small-scale base-metal workings, which Keras says provide evidence of mineralisation.

The board describes the Kaoko Belt as an emerging and materially underexplored copper province. However, the operational and valuation case remains early-stage. The resource potential, exploration timetable, expenditure commitments and economics are not disclosed in these final results.

That distinction matters. Keras would be moving away from an established revenue-generating operation and towards an exploration-led strategy where value creation depends on fieldwork, drilling and geological results.

Readers following the company can find further coverage on the Keras Resources PLC share page and compare the latest changes with Keras Resources' 2024 final results.

The £1.7 million equity raise

Alongside the transactions, Keras plans to raise £1.7 million by issuing 85 million new shares at 2p each.

The company says the subscription price represents a 43% premium to the closing share price on 1 July 2026. Existing and new resource-sector investors are supporting the raise.

Board members and persons discharging managerial responsibilities also intend to subscribe for a further 5 million shares at the same price, raising another £100,000. That participation is expected after publication of the interim accounts, which is anticipated on or around 30 September 2026.

The raise will take place in two tranches, with the second tranche and proposed director subscriptions subject to shareholder approval at the annual general meeting.

Issuing 90 million shares across the main subscription and intended management participation represents meaningful dilution for existing investors. The counterargument is that the new capital, disposal proceeds and debt cancellation are intended to leave Keras with no material debt and the cash required to begin advancing the Namibian portfolio.

Positives and risks for shareholders

The potential positives are reasonably clear:

• US$1.0 million of upfront disposal proceeds
• Cancellation of convertible loan notes and accrued interest held by the purchasers
• Removal of exposure to £1.826 million of Falcon Isle creditors
• Elimination of £908,000 of long-term debt
• A proposed £1.7 million raise, plus intended additional subscriptions of £100,000
• Retained royalty exposure to Diamond Creek without ongoing funding commitments
• Continuing potential royalty income connected to the Nayéga manganese mine in Togo
• A simpler strategic focus on Namibian copper

There are also substantial uncertainties.

The disposal, acquisition and parts of the fundraise remain conditional, including on shareholder approval. The company is replacing an operating phosphate business with an early-stage copper opportunity whose commercial potential has yet to be established.

The year-end balance sheet also shows why the restructuring matters. Cash was only £153,000, total equity had fallen to £424,000 and loans and borrowings stood at £2.023 million. The group recorded a net operating cash outflow of £485,000 and used £880,000 in investing activities during 2025.

The directors have nevertheless prepared the accounts on a going concern basis. They point to transactions agreed after the year-end and positive cash flow from advisory and brokerage services connected with Togo.

What investors should watch next

The annual general meeting will be held at 11:00 am on 12 October 2026. Shareholder approval is a key condition for the proposed phosphate restructuring and elements of the equity raise.

Beyond the vote, the main milestones will be completion of the Cornerstone acquisition, receipt of the disposal proceeds, cancellation of the relevant debt, mobilisation of the exploration team and the start of field activities in Namibia.

Keras is attempting to emerge as a substantially debt-free copper explorer with two potential royalty streams attached to assets it previously helped advance. That could produce a cleaner balance sheet and a more focused story, but the success of the reset will ultimately depend on transaction completion and evidence that the Namibian ground can support a commercially meaningful copper project.