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LONDON - Keras Resources plc (AIM:KRS) has issued £750,000 in convertible loan notes (CLNs) to Christopher Grosso and Joseph Carbone, the company announced Thursday in a press release.
The funds will primarily be used to pay the final $800,000 tranche to the Helda Living Trust for the acquisition of minority interests in Falcon Isle Resources Corp., which is now a wholly owned subsidiary of Keras, with the remainder allocated for working capital.
The CLNs, issued on June 25, are convertible into ordinary shares at 1.4 pence per share. Mr. Grosso and Mr. Carbone currently hold 21.36% and 7.42% of the company’s existing share capital respectively, with Mr. Grosso subscribing through the Diane H. Grosso Credit Shelter Trust.
Since conversion could result in the pair holding over 30% of Keras’ issued share capital, any conversion would require Takeover Panel consent and approval from independent shareholders via a Rule 9 waiver resolution.
The company also plans to launch an open offer to qualifying shareholders at 1.4 pence per share, with 542 offer shares available for every 1,000 existing shares. Proceeds from this offer will be used to repay portions of the CLNs not converted.
The CLNs will initially be interest-free, but should the Rule 9 waiver resolution fail, interest would become payable at 20% annually, with potential security requirements and repayment terms activating after June 30, 2026.
The transaction involving the Diane H. Grosso Credit Shelter Trust is considered a Related Party Transaction (JO:NTUJ) under AIM Rule 13, with independent directors determining the terms are fair and reasonable for shareholders.
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