Keras Resources is investing up to US$3 million to enter Namibia’s copper sector, including US$1 million in cash to acquire an initial 51% of Cornerstone Mining and up to US$2 million for a development facility to advance a 6,214-hectare portfolio near Opuwo.
The AIM-listed company is simultaneously raising to £1.8 million as part of a wider restructuring that will see it dispose of its US phosphate business, shift its development focus to Namibia and, subject to shareholder approval, change its name to Okopa plc.
Keras has already paid US$500,000 of the US$1 million cash consideration to Namibian exploration company Swatech Mineral Processors on signing the agreement, with another US$500,000 due on completion.
Swatech will additionally receive 14 million Keras shares on completion and another four million shares following the legal transfer of EPL10499 to Cornerstone.
Keras puts the aggregate consideration for the initial 51% interest at up to £1.184 million, comprising the US$1 million cash payment and £333,000 in shares. Keras could issue further performance-linked shares if specified production and mineral-resource milestones are achieved.
Once the acquisition is completed, Keras will make available a US$2 million loan facility over 24 months to Cornerstone for approved exploration, development and project expenditure in Namibia.
The company also has the option to pay another US$1 million to increase its Cornerstone interest from 51% to 70%.
The investment will give Keras control of a Namibian company with interests in EPL4305, EPL10499 and EPL10767 in the Kaoko Copper Belt in the Kunene Region.
The three licences form a contiguous 6,214-hectare, or 62.14-square-kilometre, copper exploration and development portfolio, although transfers involving EPL10499 and EPL10767 remain subject to ministerial approval.
£1.8m capital raise
Keras has conditionally raised £1.7 million by issuing 85 million shares at two pence each, while directors and senior managers intend to subscribe for another five million shares to raise a further £100,000.
That would take the total fundraising to £1.8 million.
The company expects to emerge from the transactions and fundraising substantially debt-free, with approximately £1.83 million in cash after transaction costs.
Keras also expects retained royalty streams from its previously divested manganese business and its US phosphate operation to generate approximately £50,000 per month.
The company says the resulting financial position will provide funding for exploration, resource definition and other work on its Namibian copper portfolio.
Early copper production targeted
Keras does not intend to rely solely on a long-term exploration programme in Namibia.
Its strategy is to establish near-term small-scale copper oxide production from targets already identified within the Cornerstone portfolio and use the resulting cash flow to help finance exploration for larger copper systems at depth.
Cornerstone has binding agreements with local Namibian mining-claim holders within the EPL areas to develop smaller projects jointly.
Under the arrangement, Cornerstone would provide capital and technical expertise while the mining claims could provide early oxide production, geological information, employment and local supply opportunities.
Several mining-claim holders are also shareholders in Cornerstone. The relevant claims are ultimately intended to be incorporated into a mining licence covering the Cornerstone projects when the company reaches the stage of applying for one.
Keras executive chair Russell Lamming said the strategy was to “generate near-term cash flow from small-scale oxide production” while systematically exploring the wider portfolio and deeper mineralisation.
US$4m of previous work
The new entrant is not starting with unexplored ground.
Keras estimates approximately US$4 million worth of historical exploration and related work has already been undertaken across the portfolio.
This includes regional geological mapping, geophysics, soil sampling, geological reconnaissance and approximately 1,974 metres of diamond drilling.
However, assays and interpretation from that drilling programme are not yet available.
A roughly 15,000-tonne bulk sample has also been undertaken on EPL4305 to investigate the potential for copper oxide development.
Keras says surface and near-surface copper oxide occurrences extend over several combined kilometres across multiple outcrops.
Mineralised vein networks reach exposed strike lengths of several hundred metres and widths of up to three to four metres in places, with copper minerals including malachite, chrysocolla and azurite identified.
These are exploration observations and do not yet constitute a declared mineral resource.
Production and resource targets
The transaction itself establishes specific production and resource milestones that could trigger the issue of up to 46 million additional Keras shares to Swatech.
The first requires mining and processing at least 25,000 dry metric tonnes of ore, producing contained copper in a saleable or payable product, and achieving a positive cash margin after agreed direct costs.
A second milestone requires declaration of a contiguous mineral resource containing at least 50,000 tonnes of copper equivalent at an average grade of at least 1.5% copper.
The final target rises to a contiguous resource containing at least 250,000 tonnes of copper equivalent at an average grade of at least 1.5% copper.
The 50,000-tonne and 250,000-tonne figures are transaction milestones, not existing mineral resources.
Keras’ immediate programme will first assess existing geological information and quantify priority targets, including additional copper oxide material that could support early production.
It then intends to undertake diamond drilling on EPL4305 to test mineralisation beneath the known targets and work towards defining a mineral resource, followed by regional exploration across the wider licence package.
US$1m option could take Keras to 70%
Keras can subsequently increase its Cornerstone ownership from 51% to 70% by paying Swatech another US$1 million.
Swatech will also retain a 5% gross revenue royalty, capped at aggregate payments of US$5 million, over qualifying revenue generated from the Cornerstone EPLs.
The transaction forms part of Keras’ wider exit from direct operation of the Diamond Creek phosphate mine in Utah, which it proposes to sell for approximately £1.66 million while retaining an uncapped US$10-per-long-ton production royalty.
Keras said the restructuring reflects its decision that capital would generate stronger potential returns through a controlling interest in an active Namibian copper exploration and development company.
The acquisition, disposal, second tranche of the fundraising and proposed Okopa plc name change remain subject to shareholder approval at the company’s annual general meeting on 12 October 2026, as well as other transaction conditions.
If approved, the restructuring will effectively reposition Keras as a copper-focused company centred on Namibia, with the immediate objective of developing small-scale oxide production before pursuing a substantially larger copper resource.
