Keras Resources PlcLSE: KRS

Convertible Loan Notes 25 June 2025

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Certificate No. 7 Amount £375,000.00 (Three hundred and seventy five thousand Great British pounds) KERAS RESOURCES PLC ("Company") £375,000.00 FIXED RATE CONVERTIBLE LOAN NOTE ("Note")

Created and issued pursuant to a resolution of the board of directors of the Company passed on 25 June 2025.

THIS IS TO CERTIFY THAT The Diane H Grosso Credit Shelter Trust with a principal office at 480 Broadway Suite 310, Saratoga Springs, New York 12866 is the registered holder of a £375,000.00 nil rate convertible loan note issued by the Company on 25 June 2025, being the date on which this certificate was signed and will be effective on the date on which the £375,000.00 funds are received by the Company. The Note is issued with the benefit of and subject to the provisions and Conditions endorsed on or annexed to this Certificate. Notes:

  1. The Note is convertible in accordance with the terms of the Instrument and the Conditions.

  2. This Certificate must be surrendered to the Company before any transfer or conversion whether of the whole or any part of the Note comprised in it, can be registered or effected, or any new certificate issued in exchange.

  3. Any change of address of the Noteholder(s) must be notified in writing signed by the Noteholder(s) to the Company at the Registered Office.

  4. Subject to the Conditions, the Note is transferable.

  5. No transfer of the Note represented by this Certificate can be registered without production of this Certificate.

  6. The Note and any dispute or claim arising out of or in connection with any of them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Note or their subject matter or formation (including non-contractual disputes or claims).

This Certificate has been executed as a deed and is delivered and is effective on the date that the

£375,000.00 reflects in the Company's account.



Executed as a deed by KERAS RESOURCES PLC



Name: Russell Lammirg Name: Brian Moritz

Executive Director Address:

Dated:

East Lodge

Knipp

Cobham T11 2PE 25.06.25

Hill,

Non Executive Director Address:

Dated:

27 Waterden Road

Guildford

GU1 2AZ 25.06.25



Name: Christopher Grosso

The Diane H Grosso Credit Shelter Trust

Address: 480 Broadway, Suite

310

Saratoga Springs NY 12866

Dated: 25.06.25



Convertible Loan Note KERAS RESOURCES PLC whose registered office is at Coveham House, Downside Bridge Road, Cobham, Surrey, England, KT11 3EP (Company) BACKGROUND

By exercising of the powers conferred on them by the Articles, the Directors of the Company have, by a resolution passed on 25 June 2025, created 2 unsecured convertible loan notes and have agreed to constitute them in the following manner.

  1. The definitions and rules of interpretation in this clause apply in this Instrument.

    Adjustment Event: any or all of the following, at any time, or by reference to any record date, while the Notes remain in issue:

    1. any allotment or issue of Equity Securities by the Company by way of capitalisation of profits or reserves;

    2. any cancellation, purchase or redemption of Equity Securities, or any reduction or repayment of Equity Securities, by the Company;

    3. any sub-division or consolidation of Equity Securities by the Company; and

    4. any issue of securities or other instruments convertible into shares in, or Equity Securities of, the Company or any grant of options, warrants or other rights to subscribe for, or call for the allotment or issue of, shares in, or Equity Securities of, the Company,

    but excluding any issue of Equity Securities of the Company pursuant to the Open Offer or exercise of any options granted to employees or directors of the Company or which are permitted under the Articles.

    Articles: the articles of association of the Company, as amended or superseded. Balance: the amount of the Note outstanding following a partial repayment in cash under clause

    3.1 or 3.2.

    CA 2006: Companies Act 2006.

    Certificate: a certificate for Notes in the form (or substantially in the form) set out in Schedule 1.

    Circular: the circular (including an application form and Notice of General Meeting) issued by the Company to its shareholders to be sent to shareholders post regulatory approval. Concert Party: Mr Grosso and Mr Carbone as Shareholders Conversion Date: in the case of a conversion under either paragraph 3.1 or 3.2 simultaneously on the completion of the Open Offer. Directors: the board of directors of the Company from time to time. Equity Securities: has the meaning given to "ordinary shares" in section 560(1) of the CA 2006. Fully Subscribed: the full subscription for 38,163,608 Offer Shares by qualifying Shareholders under the Open Offer. Independent Shareholders: Shareholders other than Mr Chris Grosso and Mr Joseph Carbone. Maximum Interest: the interests of Mr Grosso in, 21.36% of the Ordinary Shares (and voting rights) from time to time. Notice of General Meeting: notice of the general meeting of the Company to be held at 11 a.m. at Coveham House, Downside Bridge Road, Cobham, Surrey, England, KT11 3EP, on the date per the Circular or any adjournment of that meeting, which is being held to consider the Resolutions. Note: the £375,000 convertible loan note constituted by this Instrument or, as the case may be, the principal amount of such loan note for the time being issued and outstanding, and principal amount shall be construed accordingly. Noteholder: a person for the time being entered in the Register as holder of any Notes. Offer Price: 1.4 pence per Ordinary Share. Offer Shares: up to 38,163,608 new Ordinary Shares conditionally offered to the Company's shareholders pursuant to the Open Offer. Open Offer: the conditional invitation made to qualifying Shareholders to apply to subscribe for Offer Shares at the Offer Price on the terms and subject to the conditions set out in the Circular. Ordinary Shares: the ordinary shares of 1 pence each in the capital of the Company, which have the rights set out in the Articles. Partial Subscription or Partially Subscribed: any subscription for Offer Shares by qualifying Shareholders under the Open Offer which is not Fully Subscribed. Registered Office: the registered office of the Company from time to time. Remaining Balance: the Balance less any repayment and conversion under clause 3.2(b)(ii). Resolutions: the resolutions set out in the notice of General Meeting including the Whitewash Resolution. Shareholders: holders of Ordinary Shares from time to time. Shareholder Approval: approval of the Resolutions by the Shareholders including the approval of the Whitewash Resolution by the Independent Shareholders. Special Resolution: a resolution passed at a meeting of Shareholders by a majority consisting of not less than 75% of the persons voting at such meeting on a show of hands or, if a poll is demanded, the votes given on such poll. Whitewash Resolution: Resolution 2 as set out in the Notice of General Meeting seeking approval of the waiver granted by the Takeover Panel, subject to approval of the Independent Shareholders, of the obligation on the Concert Party to make a mandatory offer to Shareholders for entire issued capital of the Company.

  2. Clause, Schedule and paragraph headings shall not affect the interpretation of this Instrument.

  3. References to clauses and Schedules are to the clauses of and Schedules to this Instrument and references to paragraphs are to paragraphs of the relevant Schedule.

  4. The Schedules (including, for the avoidance of doubt, the Conditions) form part of this Instrument and shall have effect as if set out in full in the body of this Instrument. Any reference to this Instrument includes the Schedules.

  5. A reference to this Instrument, the Conditions or to any other agreement or document referred to in this Instrument or the Conditions is a reference to this Instrument (which shall include the Conditions), the Conditions or such other agreement or document as varied or novated in accordance with their terms from time to time.

  6. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

  7. A reference to writing or written includes e-mail but not fax.

  8. A reference to legislation or a legislative provision is a reference to it as it is in force as at the date of this Instrument.

  9. A reference in this Instrument to:

    1. any Notes being outstanding means such Notes as are in issue, not redeemed, not converted and not cancelled at the relevant time;

    2. indebtedness shall be construed as a reference to any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent;
    3. repayment includes redemption and vice versa and the words repay, redeem, repayable, redeemed and repaid shall be construed accordingly;
    4. £ or pence denotes the lawful currency of the United Kingdom; and

  10. Except as otherwise provided, expressions defined in the CA 2006 shall be read as if defined in that way in this Instrument.

  1. Amount and Interest

    1. The aggregate principal amount of the Note is £375,000.

    2. Subject to the approval by Independent Shareholders of the Whitewash Resolution, the Note will be unsecured and bear a 0% interest rate.