Final Results
30/06/2025 07:00
RNS Number : 8614O
Bezant Resources PLC
30 June 2025
30 June 2025
Bezant Resources Plc
("Bezant" or the "Company")
Final Results for period to 31 December 2024
Bezant Resources plc ("Bezant" or the "Company"), the exploration and development company with projects located in Namibia and Botswana, and an investment in a project in the Philippines reports its audited full year results for the year ended 31 December 2024.
The Annual Report and Financial Statements for the year ended 31 December 2024 are being sent to shareholders and will shortly be available on the Company's website https://www.bezantresources.com/
Please note that page references in the text below refer to the page numbers in the Annual Report and Financial Statements.
The audited financial information contained in this announcement does not constitute the Company's full financial statements for the year ended 31 December 2024, but is derived from those financial statements, approved by the board of directors. The auditors' report on the 2024 financial statements was unqualified and did not contain any statement under section 498(2) or (3) of the Companies Act 2006 but did as in 2023 contain a 'material uncertainty' paragraph relating to going concern. The full audited financial statements for the year ended 31 December 2024 will be delivered to the Registrar of Companies and filed at Companies House.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
| Bezant Resources Plc Colin Bird Executive Chairman |
| |
| Beaumont Cornish (Nominated Adviser) Roland Cornish / Asia Szusciak | +44 (0) 20 7628 3396 | |
| Novum Securities Limited (Joint Broker) Jon Belliss | +44 (0) 20 7399 9400 | |
| Shard Capital Partners LLP (Joint Broker) Damon Heath | +44 (0) 20 7186 9952 |
| Whoare the key stakeholder groups | Whyis it important to engage this group of stakeholders | Howdid Bezant engage with the stakeholder group | Whatresulted from the engagement |
| Equity investors All significant shareholders that own more than 3 per cent. of the Company's shares are listed in the Directors' Report. Company is an exploration and development entity whose assets are not yet at the production stage. Currently, no revenue is generated from such projects. As such, existing equity investors and potential investment partners are important stakeholders. | As an exploration and development company without a revenue generating project access to capital is of vital importance to the long-term success of our business to be able to continue developing projects and cover corporate overheads. Through our engagement activities, we strive to obtain investor buy-in into our strategic objectives. We are seeking to promote an investor base that is interested in a long term holding in the Company and will support the Company in achieving its strategic objectives. | The key mechanisms of engagement include • The AGM and Annual and Interim Reports. • Investor roadshows and presentations. • Access to the Company's brokers and advisers • Regular news and project updates. | The Company engaged with investors on topics of strategy, governance, project updates and performance. Please see "Relationship with shareholders" section of the Corporate governance report which starts on page26. |
| Employees The Company has one part-time employee and at the year-end had five directors 4 of whom are resident outside the U.K. with one resident in the U.K. | The number of and location of future employees will be dependent upon the development of its exploration projects which at the date of this report are situated in Namibia and Botswana. The Company also has an equity investment in a project in the PhilippinesThe Directors consider workforce issues holistically for the Group as a whole and the Company's long-term success in developing its projects will be predicated on the development of a local workforce in the countries of its projects. (see the principal risk and uncertainty starting on page21). | • The Company maintained an open line of communication between its, professional service providers and Board of Directors. • The Executive Chairman reported regularly to the Board, including the provision of board information. • There is a formalised director induction into the Company's corporate governance policies and procedures. | The Board met to discuss long term remuneration strategy. Board reporting has been optimised to include sections on engagement with local communities and prospects for future employment. Directors trained in aspects of corporate policies and procedures to engender positive corporate culture aligned with the Company code of conduct. Meetings were held with directors to provide project updates and ongoing business objectives. | |
| Governmental bodies The Group is impacted by national, regional and local governmental organisations in the UK where it is incorporated and in countries in which it has interests in projects or investments which at the date of this report includes, Namibia, ,Botswana, and the Philippines. | The Group will only be able to develop its exploration projects once it receives relevant licences and permits from local governments to explore, mine and undertake mineral processing. | The Group maintained its good relations with the respective government bodies and frequently communicates progress. • The Group engages with the relevant departments of the relevant government in order to progress the operational licences it will require • The Group engages local in-country experts to advise it on regulatory matters. | The Group has given general corporate presentations to senior federal government officials. To date, the Group has received its requisite environmental and land use permits to enable its exploration activities. | |
| Community The local community at the Company's projects which as at the date of this report were in Namibia, and Botswana, and the surrounding area. | The community provides social licence to operate. We need to engage with the local community to build trust. Having the community's trust will mean it is more likely that any fears the community has can be assuaged and our plans and strategies are more likely to be accepted. Community engagement will inform better decision making. The Company will in due course have a social and economic impact on the local community and surrounding area. The Company is committed to ensuring sustainable growth minimising adverse impacts. The Company will engage these stakeholders as appropriate. | • The Company identifies key stakeholders within the local community based on work programs within the reporting period. • Bezant's modus operandi is to have open dialogue with the local government and community leaders regarding project development. • The Company has existing CSR policies and management structure at corporate level. The Company will expand on these policies and structures at a local project level as the Company moves into further exploration activities and ultimately into construction and then production. | The Company has systems in place to engage with the local community as part its sustainability initiatives. Stakeholder identification enables the Company to identify representatives of stakeholder groups and community groups to engage with as it develops its projects. | |
| Professional service providers During the exploration and development phase of projects, we will be using key professional service providers who provide drilling, geochemical, geological analysis, assaying and other services under commercial contracts. At a local level, we also partner with a variety of smaller companies / providers, some of whom are independent, or family run businesses. | Our professional service providers are fundamental to ensuring that the Company can complete projects on time and budget. Using quality professional service providers ensures that as a business we meet the high standards of performance that we expect of ourselves and those we work with. | • The Company continues to work closely with professional service providers to meet deliverables. • One on one meetings and regular project and work assignment updates with professional service providers. | The use of third-party i) exploration services for analysis and field operations and ii) engineer and mine design services for mine licence applications and mine planning as required rather than the Company maintaining its own full time in-house exploration and mine development department. The use of third-party drilling contractors rather than conducting its own exploration activities in multiple countries with an in-house team provides very significant cost savings to the Company whilst enabling the Company to diversify its project and jurisdiction risks. |
| 31 December 2024 | Date of this report | |||||||
| Ordinary shares of 0.002p each | Percentage of issued share capital | Ordinary shares of 0.002p each | Percentage of issued share capital | |||||
| C. Bird | 615,000,655 | 5.00% | 1,033,000,654 | 6.49% | ||||
| E. Kirby | 44,376,729 | 0.36% | 65,710,062 | 0.41% | ||||
| R. Siapno | 1,333,334 | 0.01% | 1,333,334 | 0.01% | ||||
| R Samtani | 200,611,078 | 1.63% | 306,164,411 | 1.92% | ||||
| E Slowey | 44,625,000 | 0.36% | 89,625,000 | 0.56% | ||||
| Options in Millions | Exercise price | Millions | |||||||
| Directors | 0.06 pence | 0.08 pence | 0.425 pence | 0.565 pence | 0.5 pence | 1 pence | Total No. of Options | ||
| Colin Bird | 40.0** | 40.0** | 24.0 | 24.0 | 15.0 | 12.5 | 155.5 | ||
| Raju Samtani | 12.5** | 12.5 ** | 20.0 | 20.0 | - | - | 65.0 | ||
| Edward Patrick Slowey | 22.5** | 22.5** | 20.0 | 20.0 | - | - | 85.0 | ||
| Dr. Evan Kirby | 10.0** | 10.0** | 10.0 | 10.0 | 5.0 | 2.5 | 47.5 | ||
| Ronnie Siapno | - | - | 5.0 | 5.0 | 7.5 | 5.0 | 22.5 | ||
| Total Directors | 85.0 | 85.0 | 79.0 | 79.0 | 27.5 | 20.0 | 375.5 | ||
| 2024 | |||||
| Directors' Fees | Salary and Consulting Fees | Total cash paid year ended | Share based payment - share options | Total cash and share based | |
| £ | £ | £ | £ | £ | |
| C. Bird | 12,000 | 48,000 | 60,000 | 9,506 | 69,506 |
| E. Kirby | 14,039 | - | 14,039 | 2,377 | 16,416 |
| R. Siapno | 12,000 | - | 12,000 | - | 12,000 |
| R. Samtani | 40,000 | - | 40,000 | 2,971 | 42,971 |
| E. Slowey | 18,000 | 15,300 | 33,300 | 5,347 | 38,647 |
| Total | 96,039 | 63,300 | 159,339 | 20,201 | 179,540 |
| 2023 | |||||
| Directors' Fees | Salary and Consulting Fees | Total cash paid year ended | Share based payment - share options | Total cash and share based | |
| £ | £ | £ | £ | £ | |
| C. Bird | 12,000 | 48,000 | 60,000 | - | 60,000 |
| E. Kirby | 14,481 | - | 14,481 | - | 14,481 |
| R. Siapno | 12,000 | - | 12,000 | - | 12,000 |
| R. Samtani | 40,000 | - | 40,000 | - | 40,000 |
| E. Slowey | 18,000 | 14,400 | 32,400 | - | 32,400 |
| Total | 96,481 | 62,400 | 158,881 | - | 158,881 |
| Shareholders per share register | CREST Designation | Number ofordinary shares | Percentage of Share Capital |
| The Bank Of New York (Nominees) | 672938 | 1,789,030,817 | 11.24% |
| Vidacos Nominees Limited | IGUKCLT | 1,454,310,596 | 9.13% |
| Hargreaves Lansdown (Nominees) | HLNOM | 1,154,701,689 | 7.25% |
| JimNominees Limited | SHARD | 1,043,060,467 | 6.55% |
| Hargreaves Lansdown (Nominees) | 15942 | 908,197,264 | 5.70% |
| Interactive Investor Services | SMKTNOMS | 885,289,097 | 5.56% |
| Interactive Investor Services | SMKTISAS | 736,124,898 | 4.62% |
| Kamino Minerals Ltd | 714,285,714 | 4.49% | |
| Barclays Direct InvestingNominees | CLIENT1 | 548,989,851 | 3.45% |
| VidacosNominees Limited | FGN | 539,241,035 | 3.39% |
| Hargreaves Lansdown (Nominees) | VRA | 519,125,865 | 3.26% |
| 10,292,357,293 | 64.65% |
| Audit | Remuneration |
| Dr. Evan Kirby (Chairman) | Colin Bird (Chairman) |
| Raju Samtani | Dr. Evan Kirby |
| Colin Bird | Ronnie Siapno |
| Key audit matter | How the matter was addressed during the audit |
| Impairment of exploration and evaluation assets in the Group The Group has capitalised costs in respect of the Group's licence interests in accordance with IFRS 6 'Exploration for and Evaluation of Mineral Resources' (IFRS 6). The Directors need to assess the exploration assets for indicators of impairment and where they exist to undertake a full review to assess the need for impairment charge. This involves significant judgements and assumptions. We therefore identified the impairment of exploration and evaluation assets as a key audit matter, which was one of the most significant assessed risks of material misstatement. | Our audit work included, but was not restricted to: · Obtaining each of the licences along with supporting information available for each exploration project to assess whether the licenses remain in good standing. · We discussed each of the licence areas with the directors and considered their assessment in conjunction with the available information for each exploration project and reviewed available information to assess whether the licences remain in good standing. · We reviewed the future plans of the projects in respect of funding, viability and development to assess whether there were any indicators of impairment. Key observations We obtained evidence that the licences remain valid and are in good standing. Where licences had expired and renewal applications not yet granted, we reviewed correspondence with the mining departments to determine the status of the renewal and whether there were any indications the renewals would not be granted. The Mining Acts of the relevant countries were also reviewed to confirm work could be continued whilst renewals were in process. There were no significant matters identified which indicated the licences would not be renewed. No impairment provisions were considered necessary. |
| Impairment of investments and intercompany loans in the Parent Company and investments held at FVPL in the Group and Parent Company Under International Accounting Standard 36 'Impairment of Assets', companies are required to assess whether there is any indication that an asset may be impaired at each reporting date. Management assessment involves significant judgements and assumptions such as the timing and extent and probability of future cash flow. The Company has investments of £6.4m (2023: £6.1m) comprising investments and loans to subsidiaries of £4.4m (2023: £4.0m) and investments held at FVPL of £2.0m (2023: £2.1m). The Group has investments held at FVPL of £2.0m (2023: £2.1m). In conjunction with the exploration assets, the investments represent the primary balance on the Company balance sheet and there is a risk it could be impaired and that intragroup loans may not be recoverable as a result of the subsidiary companies incurring losses. We therefore identified the impairment of loans due from subsidiary companies as a key audit matter in the Company financial statements, which was one of the most significant assessed risks of material misstatement. | Our audit work included, but was not limited to: · Reviewing the investments balances for indicators of impairment in accordance with IAS 36; · Assessing the appropriateness of the methodology applied by management in their assessment of the recoverable amount of intragroup loans by comparing it to the Group's accounting policy and IAS 36; · Assessing management's evaluation of the recoverable amounts of intergroup loans including review of the impairment provisions and net asset values of components that have intercompany debt; · Checking that intergroup loans have been reconciled and confirming that there are no material differences. Key observations The investment balance correlates with the Mankayan Project, Hope Copper Gold Project, and Kanye Manganese Project, held by subsidiaries. Our impairment review was therefore linked to our assessment of indicators of impairment on the corresponding exploration assets. Management has impaired Eureka Mining & Exploration SA, Puna Metals SA and Anglo Tanzania Gold Limited investment and loan balances in full in the year ended 31 December 2023 following uncertainty of finding a joint venture partner due to the current political situation in Argentina. The additions to the loans to subsidiaries relating to the Eureka project were impaired in full in 2024. No further impairments were considered necessary. |
| Valuation and accounting treatment of convertible loan facility The Company and Group has a convertible loan instrument of £700k (2023: £700k). The loan terms were modified during the year. Convertible instruments can be complex, containing a number of features which can have a significant impact on the accounting. Therefore, management were to determine the correct treatment for the modification. We therefore identified the valuation and accounting treatment of the convertible loan as a key audit matter in the Company and Group financial statements. | Our audit work included, but was not limited to: · Obtaining and reviewing the convertible loan agreement and loan amendment for key terms which determine the accounting treatment; · Evaluated the appropriateness of the accounting treatment under IFRS 9 Financial Instruments and IAS 32 Presentation of Financial Instruments; · Assessed the key assumptions used to determine the fair value of the liability and equity component. Key observations Management determined that the modified facility was in accordance with IFRS 9 substantially different from the original facility and therefore the original financial liability was extinguished, and a new financial liability recognised. The convertible loan comprises a liability and equity component. The fair value of the equity component has been calculated at 25% being the estimated rate available on an unsecured loan with no convertible option. |
| Materiality Measure | Group | Parent | ||
| Overall materiality We determined materiality for the financial statements as a whole to be: | £102,000 (2023: £120,000) | £102,000 (2023: £96,000) | ||
| How we determine it | Based on the main key indicator, being 2% of the net assets of the Group | Based on the main key indicator, being 2% of the net assets of the Company. | ||
| Rationale for benchmarks applied | We believe the net assets is the most appropriate benchmark due to the size and stage of development of the Company and Group. This is further supported by the Group not yet generating any revenue. | |||
| Performance materiality | £76,000 (2023: £90,000) On the basis of our risk assessment, together with our assessment of the Group's control environment, our judgment is that performance materiality for the financial statements should be 75% of materiality. | |||
| Specific materiality | We also determine a lower level of specific materiality for certain areas such as directors' remuneration and related party transactions of £2,000 (2023: £2,000) as these are considered to be material by nature. | |||
| Reporting threshold | We agreed with the Audit Committee that we would report to them all misstatements over 5% of Group materiality identified during the audit, as well as differences below that threshold that, in our view, warrant reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. | |||
| Notes | Year ended 31 December 2024 £'000 | Year ended 31 December 2023 £'000 | ||||
| CONTINUING OPERATIONS | ||||||
| Group revenue | - | - | ||||
| Cost of sales | - | - | ||||
| Gross profit/(loss) | - | - | ||||
| Operating expenses | 3 | (725) | (1,046) | |||
| Share based payments | 3 | (53) | - | |||
| Operating loss | 4 | (778) | (1,046) | |||
| Other losses | 11.1 | (157) | (110) | |||
| Finance Costs | (80) | (176) | ||||
| Impairment of assets | 5 | - | (4,774) | |||
| Loss before taxation | (1,015) | (6,106) | ||||
| Taxation | 6 | - | - | |||
| Loss for the financial year from continuing operations | (1,015) | (6,106) | ||||
| Loss for the financial year | (1,015) | (6,106) | ||||
| Attributable to: Owners of the Company | (1,015) | (6,106) | ||||
| - Continuing operations | (928) | (1,027) | ||||
| - Discontinued operations | 10 | (87) | (5,079) | |||
| Non-controlling interest | - | - | ||||
| (1,015) | (6,106) | |||||
| Loss per share (pence) | ||||||
| Basic loss per share from continuing operations | 7 | (0.01) | (0.09) | |||
| Diluted loss per share from continuing operations | 7 | (0.01) | (0.09) | |||
| Year ended 31 December 2024 £'000 | Year ended 31 December 2023 £'000 | |||||
| Other comprehensive income: | ||||||
| Loss for the financial year | (1,015) | (6,106) | ||||
| Items that may be reclassified to profit or loss: | ||||||
| Foreign currency reserve movement | (155) | 112 | ||||
| Non-controlling interest | - | - | ||||
| Total comprehensive loss for the financial year | (1,170) | (5,994) | ||||
| Attributable to: Owners of the Company | (1,170) | (5,994) | ||||
| - Continuing operations | (1,083) | (915) | ||||
| - Discontinued operations | (87) | (5,079) | ||||
| Non-controlling interest | - | - | ||||
| (1,170) | (5,994) | |||||
| Share Capital £'000 | Share Premium £'000 | Other Reserves1 £'000 | Retained Losses £'000 | Total Equity £'000 | |
| Year ended 31 December 2024 | |||||
| Balance at 1 January 2024 | 2,205 | 41,431 | 4,127 | (41,788) | 5,975 |
| Current year loss | - | - | - | (1,015) | (1,015) |
| Foreign currency reserve | - | - | (155) | - | (155) |
| Total comprehensive loss for year | - | - | (155) | (1,015) | (1,170) |
| Shares issued - In lieu of fees | 4 | 47 | - | - | 51 |
| Share issue cost | - | (50) | - | - | (50) |
| Proceeds from shares issued | 15 | 235 | - | - | 250 |
| Share options granted | - | - | 53 | - | 53 |
| Warrant expired | - | - | (299) | 299 | - |
| Options expired | - | - | (57) | 57 | - |
| Equity component of new borrowings | - | 192 | - | 192 | |
| Extinguishment of equity component of borrowings | - | - | (202) | - | (202) |
| Balance at 31 December 2024 | 2,224 | 41,663 | 3,659 | (42,447) | 5,099 |
| Share Capital £'000 | Share Premium £'000 | Other Reserves1 £'000 | Retained Losses £'000 | Total Equity £'000 | |
| Year ended 31 December 2023 | |||||
| Balance at 1 January 2023 | 2,079 | 39,507 | 3,672 | (35,551) | 9,707 |
| Current year loss | - | - | - | (6,106) | (6,106) |
| Foreign currency reserve | - | - | 112 | - | 112 |
| Total comprehensive loss for year | - | - | 112 | (6,106) | (5,994) |
| Shares issued - In lieu of fees | 24 | 558 | - | - | 582 |
| Share issue cost | - | (72) | - | - | (72) |
| Proceeds from shares issued | 102 | 1,448 | - | - | 1,550 |
| Warrants issued | - | - | 285 | (285) | - |
| Warrants issued to broker on fundraise | - | (41) | 41 | - | - |
| Warrant expired | - | 31 | (31) | - | - |
| Equity component of new borrowings | - | 202 | - | 202 | |
| Extinguishment of equity component of borrowings | - | - | (154) | 154 | - |
| Balance at 31 December 2023 | 2,205 | 41,431 | 4,127 | (41,788) | 5,975 |
| Share Capital £'000 | Share Premium £'000 | Other Reserves1 £'000 | Retained Losses £'000 | Total Equity £'000 | |
| Year ended 31 December 2024 | |||||
| Balance at 1 January 2024 | 2,205 | 41,431 | 3,652 | (41,163) | 6,125 |
| Current year loss | - | - | - | (997) | (997) |
| Total comprehensive loss for the year | - | - | - | (997) | (997) |
| Shares issued - In lieu of fees | 4 | 47 | - | - | 51 |
| Share issue cost | - | (50) | - | - | (50) |
| Proceeds from shares issued | 15 | 235 | - | - | 250 |
| Share options granted | - | - | 53 | - | 53 |
| Warrant expired | - | - | (299) | 299 | - |
| Options expired | - | - | (57) | 57 | - |
| Equity component of new borrowings | - | 192 | - | 192 | |
| Equity component of repaid borrowings | - | - | (202) | - | (202) |
| Balance at 31 December 2024 | 2,224 | 41,663 | 3,339 | (41,804) | 5,422 |
| Share Capital £'000 | Share Premium £'000 | Other Reserves1 £'000 | Retained Losses £'000 | Total Equity £'000 | |
| Year ended 31 December 2023 | |||||
| Balance at 1 January 2023 | 2,079 | 39,507 | 3,309 | (33,339) | 11,556 |
| Current year loss | - | - | - | (7,693) | (7,693) |
| Total comprehensive loss for the year | - | - | - | (7,693) | (7,693) |
| Shares issued - In lieu of fees | 24 | 558 | - | - | 582 |
| Share issue cost | (72) | - | - | (72) | |
| Proceeds from shares issued | 102 | 1,448 | - | - | 1,550 |
| Warrants issued | - | - | 285 | (285) | - |
| Warrants issued to broker on fundraise | - | (41) | 41 | - | - |
| Warrant expired | - | 31 | (31) | - | - |
| Equity component of new borrowings | - | - | 202 | - | 202 |
| Equity component of repaid borrowings | - | - | (154) | 154 | - |
| Balance at 31 December 2023 | 2,205 | 41,431 | 3,652 | (41,163) | 6,125 |
| Consolidated | Company | |||||
| 2024 | 2023 | 2024 | 2023 | |||
| Notes | £'000 | £'000 | £'000 | £'000 | ||
| ASSETS | ||||||
| Non-current assets | ||||||
| Investments | 11 | 1,993 | 2,150 | 6,440 | 6,098 | |
| Exploration and evaluation assets | 12 | 4,192 | 3,899 | - | - | |
| Total non-current assets | 6,185 | 6,049 | 6,440 | 6,098 | ||
| Current assets | ||||||
| Trade and other receivables | 13 | 56 | 224 | 42 | 216 | |
| Cash and cash equivalents | 88 | 560 | 85 | 556 | ||
| 144 | 784 | 127 | 772 | |||
| Total current assets | 144 | 784 | 127 | 772 | ||
| TOTAL ASSETS | 6,329 | 6,833 | 6,567 | 6,870 | ||
| LIABILITIES | ||||||
| Current liabilities | ||||||
| Trade and other payables | 14 | 614 | 332 | 529 | 219 | |
| Borrowings | 15 | 616 | 526 | 616 | 526 | |
| Total current liabilities | 1,230 | 858 | 1,145 | 745 | ||
| NET ASSETS | 5,099 | 5,975 | 5,422 | 6,125 | ||
| EQUITY | ||||||
| Share capital | 17 | 2,224 | 2,205 | 2,224 | 2,205 | |
| Share premium | 17 | 41,663 | 41,431 | 41,663 | 41,431 | |
| Share-based payment reserve | 18 | 1,173 | 1,476 | 1,173 | 1,476 | |
| Foreign exchange reserve | 463 | 618 | 143 | 143 | ||
| Merger reserve | 1,831 | 1,831 | 1,831 | 1,831 | ||
| Other reserves | 15 | 192 | 202 | 192 | 202 | |
| Retained losses | (42,447) | (41,788) | (41,804) | (41,163) | ||
| 5,099 | 5,975 | 5,422 | 6,125 | |||
| TOTAL EQUITY | 5,099 | 5,975 | 5,422 | 6,125 | ||
| Consolidated | Company | ||||
| Year ended 31 December 2024 | Year ended 31 December 2023 Restated1 | Year ended 31 December 2024 | Year ended 31 December 2023 Restated1 | ||
| Notes | £'000 | £'000 | £'000 | £'000 | |
| Net cash outflow from operating activities | 20 | (555) | (427) | (313) | (334) |
| Cash flows from investing activities | |||||
| Exploration expenditure | (372) | (361) | - | - | |
| Loans to subsidiaries | - | - | (613) | (438) | |
| Payments to acquire investments | - | - | - | (10) | |
| (372) | (361) | (613) | (448) | ||
| Cash flows from financing activities | |||||
| Proceeds from issuance of ordinary shares | 21 | 455 | 1,292 | 455 | 1,292 |
| Proceeds from borrowings | - | - | - | - | |
| 455 | 1,292 | 455 | 1,292 | ||
| (Decrease) / increase in cash | (472) | 504 | (471) | 510 | |
| Cash and cash equivalents at beginning of year | 560 | 57 | 556 | 47 | |
| Foreign exchange movement | - | (1) | - | (1) | |
| Cash and cash equivalents at end of year | 88 | 560 | 85 | 556 | |
| General information |
| Bezant Resources Plc (the "Company") is a company incorporated in England and Wales. The address of its registered office and principal place of business is disclosed in the corporate directory. The Company is quoted on the AIM Market ("AIM") of the London Stock Exchange and has the TIDM code of BZT. Information required by AIM Rule 26 is available in the section of the Group's website with that heading atwww.bezantresources.com. |
| 1.1 | Accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated below. Going concern basis of accounting The Group made a loss from all operations for the year ended 31 December 2024 after tax of £1,015,000 after a fair value adjustment loss of £157,000 (see note 11.1) (2023 - loss of £6,106,000 after an impairment provision of £4,774,000 and a fair value adjustment loss of £110,000). The Group had negative cash flows from operations and is currently not generating revenues. Cash and cash equivalents were £88,000 as at 31 December 2024. On 24 December 2024 the Company announced a £560,000 fundraise which completed post the year end. On 27 February 2025 the Company announced that the repayment date for the £700,000 drawdown under the Sanderson Capital Facility Agreement had been extended to 31 July 2026. An operating loss is expected in the year subsequent to the date of these accounts and the Company will need to raise funding to provide additional working capital to finance its ongoing activities. Management has successfully raised money in the past, but there is no guarantee that adequate funds will be available when needed in the future. Based on the Board's assessment that the Company will be able to raise additional funds, and also being able to sell Blackstone Mineral shares as and when required, to meet its working capital and capital expenditure requirements, the Board have concluded that they have a reasonable expectation that the Group can continue in operational existence for the foreseeable future. For these reasons the Group continues to adopt the going concern basis in preparing the annual report and financial statements. There is a material uncertainty related to the conditions above that may cast significant doubt on the Group's ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the entity not continue as a going concern. Basis of preparation The financial information, which incorporates the financial information of the Company and its subsidiary undertakings (the "Group"), has been prepared using the historical cost convention and in accordance with UK adopted International Accounting Standards including IFRS 6 'Exploration for and Evaluation of Mineral Resources'. |
| Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings and have been prepared using the principles of acquisition accounting, which includes the results of the subsidiaries from their dates of acquisition. All intra-group transactions, income, expenses and balances are eliminated fully on consolidation. A subsidiary undertaking is excluded from the consolidation where the interest in the subsidiary undertaking is held exclusively with a view to subsequent resale and the subsidiary undertaking has not previously been consolidated in the consolidated accounts prepared by the parent undertaking. |
| Business combination On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to profit and loss in the year of acquisition. The interest of non-controlling shareholders is stated at the minority's proportion of the fair values of the assets and liabilities recognised. Subsequently, any losses applicable to the non-controlling interest in excess of the non-controlling interest are allocated against the interests of the parent. |
| New IFRS standards and interpretations There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective from 1 January 2024, none of which have a material impact on these financial statements. There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the group has decided not to apply early. • IAS 1 (Amendments) - Classification of Liabilities as Current or Non-current (effective date 1 January 2027 • IAS 7 and IFRS 7 (Amendments) - Supplier Finance Arrangements (effective date 1 January 2027) • IFRS 10 and IAS 28 (Amendments) - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date deferred indefinitely) • IFRS 18 - Presentation and Disclosure in Financial Statements (effective 1 January 2027) • IFRS 19 - Subsidiaries without Public Accountability: Disclosures (effective date 1 January 2027) It is not expected that the amendments listed above, once adopted, will have a material impact on the financial statements. The financial statements have been prepared in accordance with UK adopted International Accounting Standards ('IFRS') and those parts of the Companies Act 2006 applicable to companies reporting under IFRSs. Company Statement of Comprehensive Income The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. |
| 1.2 | Significant accounting judgments, estimates and assumptions |
| The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting year are: |
| Share-based payment transactions: | |
| The Group measures the cost of equity-settled transactions with directors, consultants and employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black and Scholes model which takes into account expected share volatility, strike price, term of the option and the dividend policy. |
| Impairment of investments, options and deferred exploration expenditure: | ||
| The Group determines whether investments (including those acquired during the period), options and deferred exploration expenditure are impaired when indicators, based on facts and circumstances, suggest that the carrying amount may exceed its recoverable amount. Such indicators include the point at which a determination is made as to whether or not commercial mining reserves exist in the subsidiary or associate in which the investment is held or whether exploration expenditure capitalised is recoverable by way of future exploitation or sale, obviously pending completion of the exploration activities associated with any specific project in each segment. | ||
| Fair value of assets and liabilities acquired on acquisition of subsidiaries | ||
| The Group determines the fair value of assets and liabilities acquired on acquisition of subsidiaries by reference to the carrying value at the date of acquisition and by reference to exploration activities undertaken and/or information that the Directors become aware of post-acquisition (note 12). | ||
| Investments at fair value through profit and loss ('Equity investments') | ||
| Equity investments are initially measured at cost, including transaction costs. At each reporting date, the fair value is assessed and any resultant gains and losses are included directly in the Consolidated Statement of Profit and Loss under IFRS 9 (note 11). Valuation of Equity Instruments Convertible Loan (Borrowings) Convertible instruments can be complex, containing a number of features which can have a significant impact on the accounting under IFRS 9 Financial Instruments and IAS 32 Presentation of Financial Instruments. The Company determined that the £700,000 convertible note drawn down announced on 30 June 2022 ("Original Facility") (note 15) was an equity instrument as the conversion feature results in the conversion of a fixed amount of stated principal into a fixed number of shares, it satisfies the 'fixed for fixed' criterion and, therefore, it is classified as an equity instrument which requires the valuation of the liability component and the equity conversion component. The fair value of the liability component, included in current borrowings, at inception was calculated using a market interest rate for an equivalent instrument without conversion option. The discount rate applied was 25%. The Company determined that; i) the change in terms of the Original Facility announced on 5 March 2024 being that therepayment date was extended to 31 July 2025 and the conversion price was reduced to 0.08 pence per share (the "Modified Facility") were in accordance with IFRS 9 substantially different; and ii) the Modified Facilitywas an equity instrument as the conversion feature results in the conversion of a fixed amount of stated principal into a fixed number of shares, it satisfies the 'fixed for fixed' criterion and, therefore, it is classified as an equity instrument which requires the valuation of the liability component and the equity conversion component. The fair value of the liability component, included in current borrowings, at inception was calculated using a market interest rate for an equivalent instrument without conversion option. The discount rate applied was 25%. Therefore the equity instrument comprising the Original Facility was deemed to be repaid on 5 March 2024 and a new equity Instrument comprising the Modified Facility was deemed to have been entered into on 5 March 2024. |
| 1.3 | Interest income |
| Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. |
| 1.4 | Share-based payments |
| The Company offered share-based payments to certain directors and advisers by way of issues of share options, none of which to date have been exercised. The fair value of these payments is calculated by the Company using the Black Scholes option pricing model. The expense is recognised on a straight-line basis over the year from the date of award to the date of vesting, based on the Company's best estimate of shares that will eventually vest (note 18). |
| 1.5 | Financial instruments |
| Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument, and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. Classification and subsequent measurement of financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). |
| For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition: • amortised cost • fair value through profit or loss ("FVPL") • equity instruments at fair value through other comprehensive income ("FVOCI") • debt instruments at FVOCI | |
| All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for expected credit losses of trade receivables which is presented within other expenses. Classifications are determined by both: • The entities business model for managing the financial asset; • The contractual cash flow characteristics of the financial assets. |
| Subsequent measurement financial assets Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL): • they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows • the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables fall into this category of financial instruments. Financial assets at fair value through profit or loss (FVPL) Financial assets that are held within a different business model other than 'hold to collect' or 'hold to collect and sell' are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply (see below). Investments at fair value through profit and loss ('Equity investments') Equity investments are initially measured at cost, including transaction costs. At each reporting date, the fair value is assessed and any resultant gains and losses are included directly in the Consolidated Statement of Profit and Loss under IFRS 9. Equity instruments at fair value through other comprehensive income (Equity FVOCI) Investments in equity instruments that are not held for trading are eligible for an irrevocable election at inception to be measured at FVOCI. Under Equity FVOCI, subsequent movements in fair value are recognised in other comprehensive income and are never reclassified to profit or loss. Dividends from these investments continue to be recorded as other income within the profit or loss unless the dividend clearly represents return of capital. Debt instruments at fair value through other comprehensive income (Debt FVOCI) Financial assets with contractual cash flows representing solely payments of principal and interest and held within a business model of collecting the contractual cash flows and selling the assets are accounted for at debt FVOCI. | |
| Any gains or losses recognised in OCI will be reclassified to profit or loss upon derecognition of the asset. | |
| IFRS 9's impairment requirements use more forward-looking information to recognize expected credit losses - the 'expected credit losses ("ECL") model'. |
| The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. |
| In applying this forward-looking approach, a distinction is made between: • financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk ('Stage 1'); and • financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low ('Stage 2') | |
| 'Stage 3' would cover financial assets that have objective evidence of impairment at the reporting date. '12-month expected credit losses' are recognised for the first category while 'lifetime expected credit losses' are recognised for the second category. Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. Trade and other receivables and contract assets The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. Classification and measurement of financial liabilities The Group's financial liabilities include trade and other payables and borrowings classified as an Equity Instrument. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within finance costs or finance income. Equity Investments are accounted for underIFRS 9 Financial Instruments and IAS 32 Presentation of Financial Instruments which requires the valuation of the liability component and the equity conversion component. The fair value of the liability component, is included in current borrowings, at inception using a market interest rate for an equivalent instrument without conversion option and the equity conversion component is expensed in the income statement within finance costs. If the terms of an Equity Instrument are modified they are, in accordance with IFRS 9, considered substantially different if the discounted present value of the cash flows under the new terms including any fees paid net of any fees received discounted using the original effective interest rate is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. Where the terms of a modified Equity Instrument are substantially different than the original Equity Instrument is treated as repaid on the date of the modification (the "Modification Date") and a new Equity Instrument entered into on the Modification Date. | |
| 1.6 | Cash and cash equivalents |
| Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. |
| 1.7 | Trade and other receivables |
| Trade receivables are recognised and carried at original invoice amount less an allowance for any expected credit loss amounts. |
| 1.8 | Foreign currency transactions, balances and inflation |
| (i)Functional and presentational currency Items included in the Group's financial statements are measured using Pounds Sterling ("£"), which is the currency of the primary economic environment in which the Group operates ("the functional currency"). The financial statements are presented in Pounds Sterling ("£"), which is the functional currency of the Company and is the Group's presentational currency. The individual financial statements of each Group company are presented in the functional currency of the primary economic environment in which it operates. (ii)Financial reporting in Hyperinflationary economies In accordance with IAS 29, the financial statements of entities operating in hyperinflationary economies are restated to reflect the effects of inflation. The restatement is based on a general price index (GPI) s that reflects changes in the general purchasing power of the currency. The economy is considered hyper inflationary when cumulative inflation over three years approaches or exceeds 100%. |
| iii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Transactions in the accounts of individual Group companies are recorded at the rate of exchange ruling on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rates ruling at the balance sheet date. All differences are taken to the income statement. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the year. Exchange differences arising recognised in other comprehensive income and transferred to the Group's translation reserve within equity as 'Other reserves'. Upon disposal of foreign operations, such translation differences are derecognised as an income or as expenses in the year in which the operation is disposed of in other comprehensive income. |
| 1.9 | Taxation |
| Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax balances are not discounted. |
| 1.10 | Non-current assets held for sale |
| In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, a subsidiary is classified as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. This classification is made only when the sale is highly probable, the subsidiary is available for immediate sale in its present condition, and management is committed to a plan to sell the subsidiary within one year. Upon classification as held for sale, the subsidiary's assets and liabilities are presented separately in the consolidated statement of financial position as "assets held for sale" and "liabilities associated with assets held for sale." The subsidiary is measured at the lower of its carrying amount and fair value less costs to sell. Depreciation of non-current assets ceases at the date of classification. If the subsidiary represents a major line of business or geographical area of operations, it is also classified as a discontinued operation. The results of discontinued operations are presented separately in the statement of profit or loss, net of tax. The classification and measurement are reassessed at each reporting date until the sale is completed. |
| 1.11 | Impairment of assets |
| At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the profit and loss account. |
| 1.12 | Trade and other payables |
| Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. |
| 1.13 | Exploration, evaluation and development expenditure | |||
| Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves. Accumulated costs in relation to an abandoned area are written off in full in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are transferred to development assets and amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of site restoration are provided when an obligating event occurs from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on a discounted basis. | ||||
| Any changes in the estimates for the costs are accounted for on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site. | ||||
| 1.14 | Investments |
| Investments in subsidiaries, joint ventures and associated companies are carried at cost less accumulated impairment losses in the Company's balance sheet. On disposal of investments in subsidiaries, joint ventures and associated companies, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss. |
| 2. | Segment reporting For the purposes of segmental information, the operations of the Group are focused in geographical segments, namely the UK, Namibia, and Botswana, which comprise one class of business: the exploration, evaluation and development of mineral resources and Argentina which is discontinued (see Note 10). The UK is used for the administration of the Group and assessing new projects and includes equity investments in non-group companies. The Group's loss before tax from continuing operation arose from its operations in the UK, Namibia, and Botswana and the UK included £25K on expenses in relation to assessing the PCB Project in Zambia which the Company is not now pursuing. |
| For the year ended 31 December 2024 | ||||||||||||
| Continuing operations | Discontinued | Total | ||||||||||
| UK | Botswana | Namibia | Argentina | |||||||||
| £'000 | £'000 | £'000 | £'000 | £'000 | ||||||||
| Consolidated loss before tax | (925) | - | (3) | (87) | (1,015) | |||||||
| Included in the consolidated loss before tax are the following income/(expense) items: | ||||||||||||
| Foreign currency loss | - | - | - | - | - | |||||||
| Total Assets | 2,120 | 1,151 | 3,041 | 17 | 6,329 | |||||||
| Total Liabilities | (1,144) | - | - | (86) | (1,230) | |||||||
| For the year ended 31 December 2023 | ||||||||||||||||
| Continuing operations | Discontinued | Total | ||||||||||||||
| UK | Botswana | Namibia | Argentina | l | ||||||||||||
| £'000 | £'000 | £'000 | £'000 | £'000 | ||||||||||||
| Consolidated loss before tax | (1,025) | 2 | (4) | (5,079) | (6,106) | |||||||||||
| Included in the consolidated loss before tax are the following income/(expense) items: | ||||||||||||||||
| Foreign currency loss | (7) | - | - | - | (7) | |||||||||||
| Total Assets | 2,923 | 1,109 | 2,790 | 11 | 6,833 | |||||||||||
| Total Liabilities | (753) | - | - | (105) | (858) | |||||||||||
| 3. | Operating expenses | |||||||||||||||
| Year ended 31 December 2024 | Year ended 31 December 2023 | |||||||||||||||
| £'000 | £'000 | |||||||||||||||
| Other operating expenses | 725 | 1,046 | ||||||||||||||
| Share option expense | 53 | - | ||||||||||||||
| 778 | 1,046 | |||||||||||||||
| 4. | Operating loss | ||
| Year ended 31 December 2024 | Year ended 31 December 2023 | ||
| The Group's operating loss is stated after charging: | £'000 | £'000 | |
| Parent Company auditor's remuneration - audit services | 49 | 47 | |
| Parent Company auditor's remuneration - other services | 3 | 5 | |
| Gain on settlement of borrowings | (28) | - | |
| Operating lease - premises | 15 | 15 | |
| Foreign exchange loss | 1 | 8 |
| 5. | Impairment of assets | |||
| Year ended 31 December 2024 | Year ended 31 December 2023 | |||
| £'000 | £'000 | |||
| Provision for Impairment of Assets | - | 4,774 | ||
| - | 4,774 | |||
| Having assessed the current macroeconomic challenges faced by the Argentina economy and the negative impact this has on investor sentiment and the intention to sell the Eureka Project the Board decided in 2023 to take the prudent approach of making a full impairment provision against the value of its consolidated Argentinian exploration and evaluation asset. | ||||
| 6. | Taxation | ||
| Year ended 31 December 2024 | Year ended 31 December 2023 | ||
| UK Corporation tax | £'000 | £'000 | |
| - current year | - | - | |
| Total current tax charge | - | - | |
| Factors affecting the tax charge for the year: | |||
| (Loss) on ordinary activities before tax | (1,015) | (6,106) | |
| (Loss) on ordinary activities multiplied by the | |||
| standard rate of UK corporation tax of 25% (2023: 23.5%) | (254) | (1,435) | |
| Effects of: | |||
| Non-deductible expenses | - | - | |
| Tax losses (unprovided deferred tax) | 254 | 1,435 | |
| Total tax charge | - | - |
| At 31 December 2024, the Group had unused losses carried forward of £14,015,000 (2023: £13,000,000) available for offset against suitable future profits. Most of the losses were sustained in the United Kingdom. The Group's deferred tax asset as at 31 December 2024 that arose from these losses has not been recognised in respect of such losses due to the uncertainty of future profit streams. The contingent deferred tax asset, which has been measured at 25% based on the current tax rate, is estimated to be £3,504,000 (2023: £3,250,000). A net deferred tax asset arising from these losses has not been established as the Directors have assessed the likelihood of future profits being available to offset such deferred tax assets is uncertain. |
| 7. | Loss per share |
| The basic and diluted loss per share have been calculated using the loss attributable to equity holders of the Company for the year ended 31 December 2024 of £1,015,000 (2023: £6,106,000 loss) of which £928,000 (2023: £1,027,000 loss) was from Continuing Operations and £87,000 (2023: £5,079,000) was from Discontinued Operations. The basic loss per share was calculated using a weighted average number of shares in issue of 11,673,535,096 (2023: 7,180,609,915). The diluted loss per share has been calculated using a weighted average number of shares in issue and to be issued of 16,877,332,702 (2023: 8,577,653,788). The diluted loss per share and the basic loss per share for 2024 are recorded as the same amount, as thediluted earnings per share should not show a more favourable position than the basic earnings per share |
| 8. | Directors' emoluments | ||
| Year ended 31 December 2024 | Year ended 31 December 2023 | ||
| £'000 | £'000 | ||
| The Directors' emoluments of the Group are as follows: | |||
| Wages, salaries, fees and share options | 180 | 159 | |
| Refer to page18for details of the remuneration of each director. |
| 9. | Employee information | ||
| Year ended 31 December 2024 | Year ended 31 December 2023 | ||
| Average number of employees including directors and consultants: | |||
| Management and technical | 5 | 5 | |
| Year ended 31 December 2024 | Year ended 31 December 2023 | ||
| £'000 | £'000 | ||
| Salaries (excluding directors' remuneration) | - | - |
| Year ended 31 December 2024 | Year ended 31 December 2023 | ||
| £'000 | £'000 | ||
| Consolidated loss before tax | (87) | (5,079) | |
| Total Assets | 17 | 11 | |
| Total Liabilities | (86) | (105) | |
| Cash flows | |||
| Operating activities | (120) | (291) | |
| Investing activities | - | - | |
| Financing activities | - | - |
| 11. | Investments | ||||
| Consolidated | Company | ||||
| 2024 | 2023 | 2024 | 2023 | ||
| £'000 | £'000 | £'000 | £'000 | ||
| Investments under fair value through profit and loss (note 11.1) | 1,915 | 2,072 | 1,915 | 2,072 | |
| Debt instruments under fair value through profit and loss (note 11.1) | 78 | 78 | 78 | 78 | |
| Investment in subsidiaries (note 11.2) | - | - | 1,915 | 2,780 | |
| Impairment Provision | - | - | - | (864) | |
| Loan to subsidiaries | - | - | 2,532 | 4,635 | |
| Provision for subsidiary loan recoverability | - | - | - | (2,603) | |
| 1,993 | 2,150 | 6,440 | 6,098 | ||
| 11.1 | Investments |
| On 13 September 2021 the Company, entered into a conditional agreement with IDM Mankayan Pty Ltd ("IDM Mankayan"), a company incorporated in Australia, to take the Mankayan Project in the Philippines forward (the "IDM Mankayan Agreement"). The IDM Mankayan Agreement completed on 20 October 2021 and the Company paid A$90,000 (GBP49K) to IDM Mankayan and owned 44 IDM Mankayan shares (the "IDM Mankayan Investment") of the 160 shares issued by IDM Mankayan but had no management control over or right to appoint directors of IDM Mankayan which is why the IDM Mankayan Investment was held as an equity investment under IFRS 9. |
| The Mankayan project's MPSA was originally issued for a standard 25 year period, which expired on 11 November 2021, and as announced by the Company on 18 March 2022 has been renewed for a second 25 year term with effect from 12 November 2021. On 26 October 2022 the Company entered into a conditional share purchase agreement with IDM International Ltd ("IDM International") the parent company of IDM Mankayan to sell the IDM Mankayan Investment for19,381,054 fully paid ordinary shares of IDM International (the "IDM International SPA"). The IDM International SPA was conditional on approval of the IDM International SPA by the shareholders of IDM International and completed on 27 March 2023. |
On 26 October 2022 the Company entered into a convertible loan note agreement with IDM International to invest A$137,500 (GBP 78K) in IDM International to acquire 137,500 notes (the "IDM International Convertible Loan Note Investment"). The Company has the right to convert the whole but not part of the face value of each Note into IDM International Shares at A$0.20 at any time (and as many times) prior to the Maturity Date which is 11 November 2026. As at 31 December 2024, the fair value of the debt instrument was £78k and no unrealised gain/loss was recognised.
Investments are initially valued at cost. At each reporting date these investments are measured at fair value with any gains or losses recognised through the Consolidated Statement of Profit and Loss. In 2024, the Group and Company had an unrealised loss of £157,000 (2023 - unrealised loss of £110,000). This along with other valuations are estimates based on the Directors' assessment of the performance of the underlying investment and reliable information such as recent fundraising. There is however inherent uncertainty when valuing private companies such as these in the natural resources sector. | ||||||||||||||||||||||||||||||||||||
| 11.2 | Investments - subsidiary undertakings |
| The Company's significant subsidiary undertakings held as fixed asset investments as at 31 December 2024 were as follows: | ||||
| Company Name and registered office | Country of incorporation | Principal Activity | Percentage of ordinary share capital held | |
| Held directly | ||||
| Tanzania Gold Limited FDW House, Blackthorn Business Park Coes Road, Dundalk, Co. Louth, Ireland | Ireland | Holding Company | 100% | |
| Virgo Resources Limited Minerva Corporate Level 8, 99 St Georges Terrace, Perth, WA 6000, Australia | Australia | Holding Company | 100% | |
| Hope Copper Gold Investments Ltd Tortola Pier Park, Building 1, Second Floor, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands | BVI | Holding Company | 100% | |
| KPZ International Limited Geneva Place, 2nd Floor, #333 Waterfront Drive, Road Town, Tortola, British Virgin Islands | BVI | Holding Company | 30% | |
| Hope Namibia Copper Gold Holdings Ltd Tortola Pier Park, Building 1, Second Floor, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands | BVI | Holding Company | 100% | |
| Held indirectly | |||||||
| Anglo Tanzania Gold Limited Quadrant House, 4 Thomas More Square, London, E1W 1YW | England | Holding Company | 100% | ||||
| Eureka Mining & Exploration SA Independencia 219, San Salvador de Jujuy, Provincia de Jujuy, Argentina 4600 | Argentina | Gold and copper exploration | 100% | ||||
| Puna Metals SA Independencia 219, San Salvador de Jujuy, Provincia de Jujuy, Argentina 4600 | Argentina | Gold and copper exploration | 100% | ||||
| Hepburn Resources Pty Ltd Minerva Corporate Level 8, 99 St Georges Terrace, Perth, WA 6000, Australia | Australia | Gold and copper exploration | 100% | ||||
| Hope and Gorob Mining Pty Ltd Unit 3, 2nd Floor, Ausspannn Plaza, Dr Agostinho Neto Road, Ausspannplatz, Windhoek, Namibia | Namibia | Gold and copper exploration | 70% | ||||
| Hope Namibia Exploration Pty Ltd Unit 3, 2nd Floor, Ausspannn Plaza, Dr Agostinho Neto Road, Ausspannplatz, Windhoek, Namibia | Namibia | Gold and copper exploration | 80% | ||||
| Metrock Resources Pty Ltd Minerva Corporate Level 8, 99 St Georges Terrace, Perth, WA 6000, Australia | Australia | Holding Company | 100% | ||||
| Coastal Resources Pty Ltd Minerva Corporate Level 8, 99 St Georges Terrace, Perth, WA 6000, Australia | Australia | Gold and copper exploration | 100% | ||||
| Coastal Minerals Proprietary Limited Plot 102 ,Unit 13, Gaborone International Commerce Park, Gaborone, Botswana | Botswana | Gold and copper exploration | 100% | ||||
| Cypress Sources Proprietary Limited Plot 102 ,Unit 13, Gaborone International Commerce Park, Gaborone, Botswana | Botswana | Gold and copper exploration | 100% | ||||
| 11.2 | Investments - subsidiary undertakings (continued) | ||||||
| Namibia NZLM Holdings Ltd Tortola Pier Park, Building 1, Second Floor, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands | BVI | Holding Company | 100% | ||||
| Kalengwa Processing Zone Limited Plot No. 2 Choma Avenue, Parklands, Kitwe, Copperbelt Province, Zambia | Zambia | Gold and copper exploration | 30% | ||||
| 12. | Exploration and evaluation assets | ||||||
| Consolidated | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| £'000 | £'000 | £'000 | £'000 | |
| Balance at beginning of year | 3,899 | 8 398 | - | 3,129 |
| Exploration expenditure | 387 | 363 | - | - |
| Effect of foreign currency fluctuation | (94) | (88) | - | - |
| Impairment (note 5) | - | (4,774) | - | (3,129) |
| Carried forward at end of year | 4,192 | 3,899 | - | - |
| 12.1 | Exploration Assets |
| Argentina The Eureka Project comprises 12 licences located in north-west Jujuy near to the Argentine border with Bolivia and are formally known as Mina Eureka, Mina Eureka II, Mina Gino I, Mina Gino II, Mina Mason I, Mina Mason II, Mina Julio I, Mina Julio II, Mina Paul I, Mina Paul II, Mina Sur Eureka and Mina Cabereria Sur, held by Puna Metals S.A. covering, in aggregate, an area in excess of approximately 5,500 hectares and accessible via a series of gravel roads. As indicated in Note 5 having assessed the current macroeconomic challenges faced by the Argentina economy and the negative impact this had on investor sentiment and the intention to sell the Eureka Project the Board in 2023 decided to take the prudent approach of making a full impairment against the value of its consolidated Argentinian exploration and evaluation asset so there is no exploration asset as at 31 December 0224 in relation to the Eureka Project. Post the year endon 21 May 2025 the Company announcedthe completion of the share purchase agreement for the sale of Puna Metals S.A. ("Puna") which holds the 12 licences comprising the Eureka Project located in the Republic of Argentina ("Eureka Project") to Ajax Resources Plc ("Ajax") (LSE: AJAX) for US$170,000. The proceeds from this sale will be recognized in the accounts for the year ended 31 December 2025. |
| Namibia On 14 August 2020 the Company completed the acquisition of 100% of Virgo Resources Ltd and its interests in the Hope Copper-Gold Project in Namibia which comprise i) 70% of Hope and Gorob Mining Pty Ltd incorporated in Namibia which owns EPL5796, and ii) 80% of Hope Namibia Mineral Exploration Pty Ltd Incorporated in Namibia which owns EPL6605 and EPL7170. The balance of the project is held by local Namibian partners. JORC Resource:On 27 October 2023 the Company announced anupdatedgross ** Mineral Resource Estimate(MRE)has been completed by Addison Mining Services Ltd., an independent consultancy based in the United Kingdomand is reported in accordance with the JORC Code (2012). Resources are of Indicated and Inferred categories and include: · A Total Mineral Resource of 15 million tonnes gross at 1.2 % Cu for 190 thousand tonnes of Cu estimated across the Hope, Gorob Vendome and Anomaly deposits and comprising: o Total Indicated Resources of 1.24 million tonnes at 1.6% Cu and 0.4 g/t Au at the Hope deposit. o Total Inferred Resources of approximately 14 million tonnes at 1.2% Cu across the Hope, Gorob, Vendome and Anomaly deposits, including approximately 3 million tonnes at 1.7% Cu and 0.4 g/t Au at Hope. **Gross representing 100% estimated Resources - Bezant has a 70% interest in the Hope and Gorob Project |
| The Company submitted its Mining Licence application in August 2022 and received confirmation of the granting of the Mining Licence in October 2024 with the issue by the Ministry of Mines & Energy of a Letter of Preparedness confirming the issue of the Licence subject to the granting of an Environmental Clearance Certificate ("ECC") by the Ministry of Environment & Tourism and any other statutory requirements. The ECC was subsequently granted in April 2025. The Company announced on 25 June 2025 the issue by the Ministry of Mines and Energy of the formal mining certificate for Mining Licence ML 246 which is valid until 31 March 2040 to Hope and Gorob Mining (Pty) Ltd which is 70% owned by Bezant. During the intervening period between August 2022 and April 2025 and in anticipation of the activation of the Licence, the Company undertook a range of studies aimed at facilitating a speedy transition towards mine development. These studies included dry ore sorting, flotation and magnetic separation metallurgical test work that successfully demonstrated that Hope & Gorob ore could be separated into waste and mineralised material via dry ore sorting with the subsequent generation of a high quality final copper - gold concentrate through conventional flotation processing. Studies also demonstrated the benefits of magnetic separation to remove magnetite ahead of flotation. Renewable power supply options were investigated with reputable third party providers consulted as to the optimised route for the Project to adopt at the Hope & Gorob mine site. A preferred partner has been identified that will provide renewable power using solar panels. For the purposes of planning, a focus was placed on the first few years of production and in particular the development of the Hope open pit and the subsequent development either of a pit extension towards the JCI Shaft or a move towards underground development of a higher grade resource. The work was undertaken by an independent external consultant with specific work streams focusing on open pit and stope optimisation of the Hope Mineral Resource together with production scheduling and pit design. Hope pit design indicated potential for a 2.4Mt run of mine resource at a copper grade of 1.25% Cu and a gold grade of 0.25g/t Au offering approximately 5 years life of mine for the first pit assuming a production rate of 480,000 tonnes per annum. At an estimated operating cost of US$50.8 per tonne, based on actual up to date costs provided by contractors and suppliers expected to contribute to Project development and operation, it was demonstrated that one tonne of contained copper in concentrate would cost US$5,020 per tonne to produce. Stope optimisation of the extension to the initial Hope open pit indicated potential for an underground resource of approximately 1Mt at a grade of 2.04% Cu and 0.48g/t Au. This offers a further 4-year life of mine at an underground production rate of 220,000 tonnes per annum. Alternatively it was demonstrated that this additional resource forming the extension to the Hope open pit could also be mined from the open pit provided a much higher stripping ratio was accepted. Further studies confirmed the presence of an additional 1.01Mt of open pittable ore at Gorob and Vendome on the opposite flank of the deposit's syncline. This potential additional feedstock has a grade of 1.28% Cu. Engineering design & costingwork which has enabled the Company to move from a conceptual design to a final flow sheet and development strategy for the future operation; Negotiationswhich are ongoing with specific reference to acquisition of existing infrastructure expected to significantly reduce upfront capital expenditure and reduce lead time to production by a minimum of 18 months. Community development initiatives have been advanced with highly positive discussions with the Topnaar community, the nearest residents to the Hope & Gorob Project, located approximately 40km from the mine site. Facilitated by the Office of the Regional Governor, Bezant has received excellent advice from the local Namibian government representatives that should ensure that initiatives funded by the Company will have a positive impact on the Community. Exploration licences 5796, 6605 and 7170 were also extended by the Ministry of Mines and Energy in 2024. Post the period end on 3 April 2025 the Company announced the award of an ECC for the Hope and Gorob project mining licence 246 on EPL 5796. Note: The grade and tonnage figures used in this note are based on theHope & Gorob Updated Mineral Resource Estimate which includes Indicated and Inferred Resources - refer to RNS dated 27 October 2023. The Company has since the acquisition of the Namibian projects in 2020 made several positive announcements which support the Company's confidence in the Hope Copper-Gold Project and since the year end has announced on 30 January 2025 a Hope & Gorob Mine Planning Update and on 3 April 2025 the award of an ECC for the Hope and Gorob project mining licence 246 on EPL 5796. Post-acquisition there have been no indications that any impairment provisions are required in relation to the carrying value of the Hope Copper-Gold Project. The capitalised cost at 31 December 2024 was £3,041,000 which included capitalised exploration expenditure during the period of £250,784 (2023 £194,175). |
| Botswana On 12 February 2021 the Company further to its announcement on 22 December 2020 announced the completion of the acquisition of 100% of Metrock Resources Ltd ("Metrock") and its manganese mineral exploration licences in Southern Botswana comprising the Kanye Manganese Project (the "Kanye Manganese Project"). The Kanye Manganese Project had historical trenching results that yielded high grade manganese oxide ("MnO") in boulders. The project area is near the ground of a TSX listed public company, Giyani Metals, which is aiming to become a low-carbon producer of high-purity manganese sulphate monohydrate (HPMSM), a precursor material used by lithium-ion battery manufacturers for the expanding electric vehicle (EV) market.. Mineralisation discovered at Kanye occurs at the same stratigraphic level as at the main Giyani Metals K-Hill deposit. |
| By far the most prospective licence on acquisition was PL 129/2019 and the other licences were acquired as they were available at no additional cost. During the period 4 of the original exploration licences have not been renewed due to low prospectivity and that they were not considered as necessary for the development of the Kanye Manganese Project. The Kanye Manganese Project currently comprises two prospecting licenses, namely PL 129/2019, and PL 424/2018 (the "Project Licences"), located in south-central Botswana south of the town of Jwaneng and west of the town of Kanye and 150 km by road from the capital Gaborone. The licenses cover a total area of 866.53 sq. km and provide the holder with the right to prospect for Metals. Both licenses are currently in the renewal process to extend their validity to end march 2027. PL 424/2018 is held by Cypress Sources Pty Ltd, a 100% owned subsidiary of Coastal Resources Pty Ltd which in turn is 100% owned by Metrock Resources Limited, itself a 100% owned subsidiary of Bezant Resources. Licence PL 129/2019 is held by Coastal Minerals Pty Ltd which is 100% owned by Coastal Resources Pty Ltd. itself a 100% owned subsidiary of Bezant Resources. On 27 August 2024 the Company announced thepositive outcome of geophysical surveying at PL 129/2019 which is the main licence at the Kanye manganese project in Botswana. The survey was planned to assist in extending the potential footprint of the deposit discovered by earlier Bezant Resources exploration. Highlights were that: · IP/resistivity geophysical surveying has traced near surfaceareas of high conductivity/low resistivity which could reflect manganiferous mineralisationfor about 900m to the NW of the previously exposed manganese occurrence in the Moshaneng borrow pit, making 1.4km of potential target strike extent in total. · The geophysical anomaly extends up to 300m width in places, double that in the area already drill tested, and remains open further to the NW beyond the limit of the survey. Previously on 9 February 2023 the Company announced the results of its maiden drilling programme at the Kanye Manganese project the highlights of which were: · Maiden Kanye drilling programme - 11 mainly shallow, angled RC holes totaling 682m at Moshaneng prospect as well as one short diamond drill hole at Loltware prospect. · Moshaneng drilling intersected a zone of flat-lying detrital, supergene manganese-iron mineralisation which appears to infill an irregular karst surface over a minimum strike length of 400m. · Among assay intervals encountered were: a. 6m @ 28.64% MnO from 6m depth in hole MS-RC-12 i. Including 4m @ 35.38% MnO from 8m depth b. 3m @ 21.85% MnO from 4m depth in hole MS-RC-06 c. 3m @ 21.20% MnO from 2m depth in hole MS-RC-07 · Potential for at least another 100m of strike extension to the southeast of holes MS-RC-07 and MS-RC-012 would extend the total strike length to a minimum of 500m · Less than 25% of the more than 2km potential extent of the target defined by soil geochemistry has been drill tested · Grades compare favourably with reported grades on neighbouring more advanced manganese projects and therefore the Kanye project warrants detailed evaluation and drilling with a view to establishing the mineral resource potential · Drilling at Loltware encountered encouraging manganese enhancement in core, warranting further investigation. On 24 July 2023 and 6 September 2023 the Company announced the results of a two phase metallurgical testing programme undertaken byWardell Armstrong International,the highlights of which were: · Phase 2 work followed on from previous metallurgical testing reported in July 2023, aiming to optimise manganese recovery from the 'Moshaneng' sample whilst minimising the reagent consumption rates to improve process economics. · Sulphuric acid leaching optimisation testwork found that manganese recoveries of 99.5% were achievable at moderate process conditions, specifically 60°C leaching temperature, 300kg/t of sulphur dioxide addition, and 284kg/t of sulphuric acid consumption. · Grind size had minimal influence on the final manganese recovery with 88.0% and 88.3% manganese recovery achieved for feed material particle size distributions of 80% passing 200µm and 80% passing 150µm respectively. · Leaching temperature had negligible effect on the final manganese recovery with 88.0% and 89.5% manganese recovery achieved for leach temperatures of 60°C and 90°C respectively. · Leach kinetics of manganese recovery were dependent on the sulphur dioxide addition rate. Sulphur dioxide introduced incrementally, demonstrated a staged manganese recovery. · A Benchmark Project Review was carried out on three recent manganese projects which were identified as having a similar geographical location and/or producing final products of a similar specification. a. Giyani Metals K.Hill Project Botswana; b. Manganese X Energy Corp. Battery Hill Project Canada; c. Euro Manganese Inc. Chvaletice Project Czech Republic; · The Kanye manganese deposit demonstrates an excellent overall manganese recovery using moderate leaching conditions compared with benchmarked projects. · The Kanye deposit composite showed a negligible increase in manganese leaching performance at elevated temperatures, which is a favourable outcome from an OPEX perspective. · Having established that the Kanye mineralisation is potentially suitable for processing to high purity manganese, the Company will now press on with planning for further exploration at the project to expand the footprint of the deposit and advance towards resource definition. Further metallurgical test work will be considered at a later stage of project advancement. Post-acquisitionacquisition the company's exploration activities and exploration activities have been very much focussed on PL 129/2019 andthere have been no indications that any impairment provisions are required in relation to the carrying value of the Kanye Manganese Project. The capitalised cost at 31 December 2024 was £1,151,000 which included capitalised exploration expenditure during the period of £41,898 (2023 £80,118). |
| 13. | Trade and other receivables | ||||
| Consolidated | Company | ||||
| 2024 | 2024 | 2024 | 2023 | ||
| £'000 | £'000 | £'000 | £'000 | ||
| Due within one year: | |||||
| VAT recoverable | 46 | 23 | 32 | 15 | |
| Other debtors | 10 | 201 | 10 | 201 | |
| 56 | 224 | 42 | 216 | ||
| 14. | Trade and other payables | ||||
| Consolidated | Company | ||||
| 2024 | 2023 | 2024 | 2023 | ||
| £'000 | £'000 | £'000 | £'000 | ||
| Trade creditors | 382 | 238 | 304 | 133 | |
| Directors | 108 | 16 | 108 | 16 | |
| Accruals | 54 | 78 | 47 | 70 | |
| Placement funds received in advance | 70 | - | 70 | - | |
| 614 | 332 | 529 | 219 | ||
| 15. | Borrowings | ||||
| Consolidated | Company | ||||
| 2024 | 2023 | 2024 | 2023 | ||
| £'000 | £'000 | £'000 | £'000 | ||
| Balance at beginning of year | 526 | 623 | 526 | 623 | |
| Convertible loan repaid | (526) | - | (526) | - | |
| Borrowings | 700 | - | 700 | - | |
| Equity allocation | (192) | (202) | (192) | (272) | |
| Transaction costs | - | (70) | - | - | |
| Finance charge accrued | 108 | 175 | 108 | 175 | |
| 616 | 526 | 616 | 526 | ||
| 16. | Financial instruments | ||
| (a) Interest rate risk | |||
| As the Group has no borrowings which charge interest, so it is not exposed to interest rate risk on financial liabilities. The Group's interest rate risk arises from its cash held on short term deposit, which is not significant. | |||
| (b) Net fair value | |
| The net fair value of financial assets and financial liabilities approximates to their carrying amount as disclosed in the balance sheet and in the related notes. |
| (c) Foreign currency risk | |
| The Group undertakes certain transactions denominated in foreign currencies, hence exposure to exchange rate fluctuations arise. The Group has not hedged against currency depreciation but continues to keep the matter under review. |
| The carrying amount of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows: | ||||||||||
| Assets | Liabilities | |||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||
| £'000 | £'000 | £'000 | £'000 | |||||||
| US Dollars | 3 | 1 | - | 6 | ||||||
| AU Dollars | - | - | 2 | 7 | ||||||
| AR Pesos | - | 11 | 77 | 105 | ||||||
| NA Dollars | - | - | 1 | 2 | ||||||
| 3 | 12 | 80 | 120 | |||||||
| Sensitivity analysis A 10 per cent strengthening of the British Pound against the foreign currencies listed above at 31 December would have increased/(decreased) profit or loss by the amounts shown below. The analysis assumes that all other variables remain the same. The analysis is performed on the same basis as at 31 December 2023. | ||||||||||
| 2024 | 2023 | |||||||||
| £'000 | £'000 | |||||||||
| US Dollars | - | 1 | ||||||||
| AU Dollars | - | 1 | ||||||||
| AR Pesos | 7 | 9 | ||||||||
| A 10 per cent weakening of the British Pound against the foreign currencies listed above at 31 December 2024 would have had the equal but opposite effect to the amounts shown above, on the basis that all other variables remain constant. |
| (d) Financial risk management | |
| The Directors recognise that this is an area in which they may need to develop specific policies should the Group become exposed to wider financial risks as the business develops. |
| (e) Liquidity risk management | |
| The Directors have regard to the maintenance of sufficient cash resources to fund the Group's immediate operating and exploration activities. Cash resources are managed in accordance with planned expenditure forecasts. |
| (f) Capital risk management | |
| The Directors recognise that the Group's capital is its equity reserves. The Group's current objective is to manage its capital in a manner that ensures that the funds raised meet its operating and exploration expenditure commitments. Currently, the Company does not seek any borrowings to operate the Company and all future supplemental funding is raised through investors as and when required in order to finance working capital requirements and potential new project opportunities, as they may develop. |
| 17. | Share capital | ||||
| 2024 | 2023 | ||||
| Number | £'000 | £'000 | |||
| Authorised | |||||
| 5,000,000,000 ordinary shares of 0.002p each | 100 | 100 | |||
| 5,000,000,000 deferred shares of 0.198p each | 9,900 | 9,900 | |||
| 10,000 | 10,000 | ||||
| Allotted ordinary shares, called up and fully paid | |||||
| As at beginning of the year | 227 | 101 | |||
| Share subscription for cash | 15 | 102 | |||
| Shares issued to settle Directors' and PDMR fees | - | 10 | |||
| Shares issued to settle finance cost | - | 1 | |||
| Shares issued to settle consultants' fees | 4 | 13 | |||
| Total ordinary shares at end of year | 246 | 227 | |||
| Allotted deferred shares, called up and fully paid | |||
| As at beginning of the period | 1,978 | 1,978 | |
| Total deferred shares at end of period (1) | 1,978 | 1,978 | |
| Ordinary and deferred as at end of year | 2,224 | 2,205 |
| Number of shares 2024 | Number of shares 2023 | ||
| Ordinary share capital is summarised below: | |||
| As at beginning of the year | 11,380,918,869 | 5,081,399,113 | |
| Share subscription for cash (1) | 714,285,714 | 5,075,000,000 | |
| Shares issued for exploration project acquisitions | - | 15,763,889 | |
| Shares issued to settle Directors' and PDMR fees | - | 475,590,222 | |
| Shares issued to settle finance cost | - | 87,500,000 | |
| Shares issued to settle consultants' fees (2) | 208,855,099 | 645,665,645 | |
| As at end of year | 12,304,059,682 | 11,380,918,869 |
| Deferred share capital is summarised below: | |||
| As at beginning of the year (1) | 998,773,038 | 998,773,038 | |
| As at end of year | 998,773,038 | 998,773,038 |
| 2024 | 2023 | ||
| £'000 | £'000 | ||
| The share premium was as follows: | |||
| As at beginning of year | 41,431 | 39,507 | |
| Share subscription for cash | 235 | 1,448 | |
| Shares issued to settle consultants fees | 47 | 218 | |
| Shares issued - Acquisitions | - | 42 | |
| Shares issued - Finance cost | - | 68 | |
| Shares issued to settle Directors' and PDMR fees[1] | - | 230 | |
| Share issue costs | (50) | (72) | |
| Warrants expired during year | - | 31 | |
| Warrants issued during year | - | (41) | |
| As at end of year | 41,663 | 41,431 |
| Each fully paid ordinary share carries the right to one vote at a meeting of the Company. Holders of ordinary shares also have the right to receive dividends and to participate in the proceeds from sale of all surplus assets in proportion to the total shares issued in the event of the Company winding up. |
| 18. | Share-based payments |
| Number | Date granted | Exercise price | Maximum term | Vesting dates |
| 35,000,000 | 23/08/2018 | 0.5p | Expire on 21/06/28 | 23 August 2018 |
| 25,000,000 | 23/08/2018 | 1.0p | Expire on 21/06/28 | 31 January 2019 |
| 110,000,000 | 06/11/2020 | 0.425p | Expire on 21/06/2028 | Upon being granted |
| 110,000,000 | 06/11/2020 | 0.565p | Expire on 21/06/2028 | 31 March 2021 |
| 223,750,000 | 15/03/2024 | 0.06p | Expire on 21/06/2028 | 15 March 2024 |
| 223,750,000 | 15/03/2024 | 0.08p | Expire on 21/06/2028 | 15 March 2024 |
| 727,500,000 |
| Number | Date granted | Exercise price | Maximum term | Vesting dates |
| 70,000,000 | 01/07/2022 | 0.25p | Expire on 24/06/2025 | Upon being granted |
| 58,333,333 | 01/07/2022 | 0.30p | Expire on 24/06/2025 | Upon being granted |
| 69,375,000 437,500,000 | 26/04/2023 14/06/2023 | 0.04p 0.12p | Expire on 26/04/2025 Expire on 14/06/2025 | Upon being granted Upon being granted |
| 151,600,000 | 18/12/2023 | 0.025p | Expire on 18/12/2026 | Upon being granted |
| 3,200,000,000 | 18/12/2023 | 0.06p | Expire on 18/12/2026 | Upon being granted |
| 500,000,000 | 02/10/2024 | 0.05p | Expire on 31/01/2025 | Upon being granted |
| 4,486,808,333 |
| 31 December 2024 | 31 December 2023 | |||
| Number | Weighted average exercise price | Number | Weighted average exercise price | |
| Outstanding at beginning of year | 4,810,146,795 | 0.123p | 997,825,641 | 0.33p |
| Share options issued (1) | 447,500,000 | 0.07p | - | - |
| Lapsed options | (31,800,000) | 0.40p | - | - |
| Lapsed/exercised warrants | (511,538,462) | 0.25p | (46,153,846) | 0.13p |
| Warrants issued | 500,000,000 | 0.05p | 3,858,475,000 | 0.065p |
| Outstanding at end of year | 5,214,308,333 | 0.15p | 4,810,146,795 | 0.123p |
| 19. | Reconciliation of movements in shareholders' funds | |||||||||||
| Consolidated | Company | |||||||||||
| Year ended 31 December 2024 | Year ended 31 December 2023 | Year ended 31 December 2024 | Year ended 31 December 2023 | |||||||||
| £'000 | £'000 | £'000 | £'000 | |||||||||
| Total comprehensive loss for the year | (1,170) | (5,994) | (997) | (7,693) | ||||||||
| Shares issued | 251 | 2,060 | 251 | 2,060 | ||||||||
| Currency translation differences on foreign currency operations | - | - | - | - | ||||||||
| Equity component of new borrowings | (10) | 202 | (10) | 202 | ||||||||
| Warrants exercised/expired | - | - | - | - | ||||||||
| Share options issued | 53 | - | 53 | - | ||||||||
| Opening shareholders' funds | 5,975 | 9,707 | 6,125 | 11,556 | ||||||||
| Closing shareholders' funds | 5,099 | 5,975 | 5,422 | 6,125 | ||||||||
| 20. | Reconciliation of operating loss to net cash outflow from operating activities | |||||||||||
| Consolidated | Company | |||||||||||
| Year ended 31 December 2024 | Year ended 31 December 2023 | Year ended 31 December 2024 | Year ended 31 December 2023 | |||||||||
| £'000 | £'000 | £'000 | £'000 | |||||||||
| Restated1 | Restated1 | |||||||||||
| Operating (loss) from all operations | (778) | (1,222) | (646) | (986) | ||||||||
| Share options | 53 | - | 53 | - | ||||||||
| Shares issued - Legal/finance fees | - | 176 | - | 176 | ||||||||
| Shares issued - Directors' and PDMR Fees | 51 | 471 | 51 | 471 | ||||||||
| Foreign exchange gain | (61) | 8 | - | 107 | ||||||||
| Share proceeds received after year end | - | 185 | - | 185 | ||||||||
| Effect of exchange differences on translation | - | 199 | - | - | ||||||||
| (Increase)/decrease in receivables | (17) | (148) | (11) | (161) | ||||||||
| (Decrease)Increase in payables | 197 | (96) | 240 | (126) | ||||||||
| Net cash outflow from operating activities | (555) | (427) | (313) | (334) | ||||||||
| 21. | Proceeds from the issuance of ordinary shares | ||||
| Consolidated | Company | ||||
| Year ended 31 December 2024 | Year ended 31 December 2023 | Year ended 31 December 2024 | Year ended 31 December 2023 | ||
| £'000 | £'000 | £'000 | £'000 | ||
| Restated1 | Restated1 | ||||
| Share capital and premium at end of year (note 17) | 43,887 | 43,636 | 43,887 | 43,636 | |
| Shares issued to settle Directors' and PDMR fees | - | (239) | - | (239) | |
| Share issued on exploration project acquisition | - | (43) | - | (43) | |
| Shares issued - Consultants fees | (51) | (231) | (51) | (231) | |
| Warrants issued re fundraise in year | - | 41 | - | 41 | |
| Warrants lapsed | - | (31) | - | (31) | |
| Share Issue costs - current year | 50 | (70) | 50 | (70) | |
| Share proceeds received after year end | - | (185) | - | (185) | |
| Share proceeds from prior year share issue | 185 | - | 185 | - | |
| Share Issue costs - prior year | (50) | - | (50) | - | |
| Share proceeds received in advance | 70 | - | 70 | - | |
| Share capital and premium at beginning of year | (43,636) | (41,586) | (43,636) | (41,586) | |
| 455 | 1,292 | 455 | 1,292 | ||
| 22. | Related party transactions |
| (a) Parent entity | |
| The parent entity within the Group is Bezant Resources Plc. | |
| (b) Subsidiaries | |
| Interests in subsidiaries are set out in note 11. | |
| (c) Associates | |
| Interests in associates are set out in note 11. | |
| (d) Transactions with related parties | |
| The following table provides details of remuneration and fees to related parties during the year and outstanding balances at the year-end date: |
| 31 December 2024 | 31 December 2023 | |||||
| Paid in the year | Due at year-end date | Paid in the year | Due at year-end date | |||
| £'000(2) | £'000 | £'000 | £'000 | |||
| Colin Bird (1) | 15 | 50 | 106 | 4 | ||
| Metallurgical Management Services Pty. Ltd (3) | 6 | 11 | 24 | 1 | ||
| R Siapno | 11 | 5 | 9 | 3 | ||
| R. Samtani | 13 | 27 | 73 | - | ||
| Silver Investments Ltd (4) | 16 | 26 | 48 | 8 | ||
| 61 | 119 | 260 | 16 | |||
| Related parties | |
| Metallurgical Management Services Pty. Ltd is a consultancy company controlled by the director Dr. Evan Kirby. Silver Investments Ltd is a consultancy company controlled by the director Edward Slowey. |
| 23. | Commitments | ||
| Non-cancellable lease rentals payable as follows: | |||
| 2024 | 2023 | ||
| £'000 | £'000 | ||
| Less than one year | - | - | |
| Between two and five years | - | - | |
| - | - | ||
| Payments represent rentals payable by the Company for administration services and office occupancy. | |||
| 24. | Control |
| Bezant Resources Plc is listed on the AIM market of the London Stock Exchange and not under the control of any one party. |
| 25 | Inflation adjustment |
| Eureka Mining & Exploration SA and Puna Metals SA are Argentina subsidiaries of the Company and Argentina has a hyperinflationary economy. Therefore the accounts of both these subsidiaries have been restated for inflation using movements in the Consumer Price Index (CPI) published by Trading Economics which was 4830 at 1st January 2024, and 7690 on 31 December 2024. |
| 2024 | 2023 | ||
| £'000 | £'000 | ||
| Inflation loss -Eureka Mining & Exploration SA | 7 | 14 | |
| Inflation loss-Puna Metals SA | 49 | - | |
| 56 | 14 |
| 26. | Subsequent events On 24 December 2024 the Company announced a fundraising of £560,000 at 0.02 pence per Ordinary Share ( the "Fundraising Price") and the issue of shares to settle accrued fees of £194,616 at 0.03 pence per Ordinary Share (the "Accrued Fees Price") (the "Fee Conversion") . Both the Fundraising and the Fee Conversion detailed below closed after the year end. i) Fundraising: this raised £560,000 from directors, existing shareholders, and investors at the Fundraising Price by the issue of 2,800,000,000 new Ordinary Shares (the "Fundraising Shares"). The Fundraising includes £20,000 subscribed for by Colin Bird, Bezant's Executive Chairman for 100,000,000 Fundraising Shares and £10,000 by Raju Samtani, Bezant's Finance Director for 50,000,000 Fundraising Shares together representing 5.36% per cent. of the total Fundraising amount; and ii) Fee Conversion: The Fee Conversion was to assist the Company in conserving cash by Company issuing 410,719,998 new Ordinary Shares to Directors and PDMRs at the Accrued Fees Price ( which was a 50% premium to the Fundraising Price) to settle accrued fees due to them of £123,216 ("Conversion Shares") and by issuing 237,999,999 new Ordinary Shares to consultants at the Accrued Fees Price to settle accrued fees due to them of £71,400 ("Consultant Shares"). On 6 February 2025 the Company announced that IDM International Limited ("IDM") through which the Company holds its interest in the Mankayan Copper Gold project in the Philippines ("Mankayan Project") has announced a proposed merger with ASX listed Blackstone Minerals Ltd ("Blackstone")("IDM Merger") and that on 5 February 2025 Bezant converted its AUD137,500 IDM Convertible Loan Note (plus accrued interest) and received 752,143 IDM shares and 343,750 options to acquire IDM shares at AUD0.40 expiring on 5 February 2029 ("IDM Loan Note Conversion"). On 27 June 2025 the Company announced the IDM Merger has been completed. IDM Shareholders received 7.4 Blackstone shares for every 1 (one) IDM share they held with fractional entitlements rounded down and the Company has been issued 139,365,650 Blackstone shares and 2,543,750 options to acquire Blackstone shares at AUD0.06 expiring on 1 November 2026 for its IDM shares and IDM options. On 27 February 2025 the Company announced that by an agreement dated 26 February 2025 it had agreed with Sanderson Capital Partners Limited ("Sanderson Capital" or the "Lender") to extend the repayment date for the £700,000 drawn down under the unsecured convertible loan funding facility entered into with Sanderson Capital on 22 November 2021 (the "Facility") (the "Agreement") to 31 July 2026 and that the £700,000 drawn down is now convertible by the Lender at the fixed price of 0.025 pence per share (the "New Conversion Price"). The Company and the Lender also agreed that; i) the expiry date of the 437,500,000 warrants exercisable at 0.12 pence and expiring on 14 June 2025 shall be extended by one year to 14 June 2026; ii) the Company has an option to convert all or part of the £700,000 drawdown if the Company's share price exceeds 0.05 pence for 10 or more business days and ii) the Company may at its sole election prepay the whole or part of the Loan on any day prior to its maturity date upon giving not less than 20 days' prior written notice to the Lender ("Prepayment Notice") and paying the Lender a cash premium equal to X where X = 25% multiplied by ((the number of days from date of receipt of the Loan to the repayment date) divided by 360). The Company may issue more than one Prepayment Notice. Once a Prepayment Notice has been given the Lender cannot convert that portion of the Loan that the Prepayment Notice relates to. On 19 May 2025 the Company announced the issuing 167,809,490 new Ordinary Shares to settle a total of £44,940 of consultancy fees. On 21 May 2025 the Company announced the completion of the share purchase agreement for the sale of Puna Metals S.A. ("Puna") which holds the 12 licences comprising the Eureka Project located in the Republic of Argentina ("Eureka Project") to Ajax Resources Plc ("Ajax") (LSE: AJAX) for US$170,000. On 25 June 2025 the Company announced the issue by the Ministry of Mines and Energy of the formal mining certificate for Mining Licence ML 246 which is valid until 31 March 2040 to Hope and Gorob Mining (Pty) Ltd which is 70% owned by Bezant. Other that these matters, no significant events have occurred subsequent to the reporting date that would have a material impact on the consolidated financial statements. |