REG - Bezant Resources PLC - Circular re Proposed Acquisition and Notice of GM
19/11/2025 07:00
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RNS Number : 0682I Bezant Resources PLC 19 November 2025
19 November 2025
Bezant Resources Plc
("Bezant" or the "Company")
Publication of Circular and Notice of GM to approve
Proposed Acquisition of Processing Plant for Hope and Gorob Project
Bezant (AIM: BZT), the copper-gold exploration and resource development
company, announces that it has today published a circular in relation to the
Proposed Acquisition of a 90% shareholding in Namib Lead and Zinc Mining
(Proprietary) Limited which owns the NLZM Processing Plant, containing a
notice of a General Meeting of shareholders (the "GM Circular") to be held at
The Dome Room, 5th Floor, 1 Cornhill, London EC3V 3ND at 11:00 a.m. on 8
December 2025 (the "General Meeting").
The purpose of the General Meeting is to obtain shareholders approval to the
Proposed Acquisition.
The GM Circular, encompassing at Part I a letter from Colin Bird the Company's
Executive Chairman, is reproduced in full below without material adjustments
or amendments, is being posted today and will shortly be available to download
from the Company's website at www.bezantresources.com
(http://www.bezantresources.com) .
Definitions and Technical Terms are included as Appendix 1 to this
announcement whilst Expected Timetable of Principal Events is set out in
Appendix 2.
The Board is of the opinion that the Resolutions are in the best interests of
the Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the Resolution, as
the Directors intend to do in respect of their own beneficial shareholdings,
which amount in aggregate to 1,495,833,461 Existing Ordinary Shares,
representing approximately 8.81 per cent. of the Existing Ordinary Shares.
Consequence of Resolution not being passed. Prior to receiving a Mining
Licence for the Hope and Gorob Project, the Company considered a number of
possible mineral processing alternatives for run of mine ore and after a
detailed evaluation and an audit conducted by an external technical expert,
the Company's Directors selected using the NLZM Processing Plant located
approximately 190 km from the Hope and Gorob Project, (which until 2020 was
used by NLZM for processing lead and zinc from its NLZM Project) as the
preferred development option for the processing of preconcentrate that will be
trucked from the Hope and Gorob Project to the NLZM Processing Plant. If the
Resolution is not approved then the Company will not acquire the NLZM
Processing Plant and will not be able to implement the development of the Hope
and Gorob Project in the manner outlined in its application for the Mining
Licence approved by the Ministry which may affect the Mining Licence and will
breach a condition precedent of the Financing and Offtake Agreements which is
an important component of the financing of the Hope and Gorob Project.
Shareholders not passing the Resolution will not trigger the payment of the
break fee.
Unless otherwise indicated, all capitalised terms in this announcement have
the same meaning as in the GM Circular.
Part I
LETTER FROM THE CHAIRMAN OF BEZANT RESOURCES PLC
(Incorporated and registered in England and Wales under company registration
number 02918391)
Directors Registered Office
Colin Bird (Executive Chairman) Quadrant House Floor 6
Raju Samtani (Finance Director) 4 Thomas More Square
Edward Slowey (Technical Director) London E1W 1YN
Evan Kirby (Non-executive Director)
Ronnie Siapno (Non-executive Director)
19 November 2025
To the Shareholders (and, for information only, to the holders of options and
warrants to subscribe for Ordinary Shares)
Dear Shareholder
1. Introduction
I am writing to you to explain the background to and reasoning for the
Proposed Acquisition and the Resolution to be voted on at the General Meeting
which will be held at The Dome Room, 5th Floor, 1 Cornhill, London EC3V 3ND at
11:00 on 8 December 2025.
Given the size of the Proposed Acquisition and the financial commitment
required to bring the NLZM Processing Plant Implementation Plan into
operation, whilst the Company has been advised that this would not amount to a
Reverse Transaction under the AIM Rules, it recognises that it is a
sufficiently large enough commitment to be put to Shareholders for approval
together with the Technical Report and details of how the Proposed Acquisition
is proposed to be financed.
As announced on 14 August 2025, on 13 August 2025 the Company has entered into
the Share and Asset Purchase Agreement to acquire a 90% shareholding in Namib
Lead and Zinc Mining (Proprietary) Limited ("NLZM") from the Vendor 1
(#_ftn1) , details of which are set out at paragraph 3 of this Part I below.
NLZM owns an ore processing plant (the "NLZM Processing Plant") which once
modified it is proposed, will process copper - gold pre-concentrate produced
via dry ore sorting to be undertaken at the Company's Hope and Gorob Project
mine site in Namibia before being transported to the NLZM Processing Plant for
final concentration. Information on the Hope and Gorob Project and the NLZM
Processing Plant as well as the implementation plan is set out at paragraph 5
of this Part I below.
At the Closing Date of the Share and Asset Purchase Agreement the Vendor will
be paid US$2.5m for its 90% shareholding in and the Purchased Assets and be
issued the Vendor Warrants. Once the NLZM Processing Plant is operating the
Vendor will be paid a fixed amount for each tonne of ore processed by the NLZM
Processing Plant (US$6.50 per tonne for years 1 to 8, US$2.00 per tonne for
years 9 to 12 and thereafter US$1.00 per tonne). The Vendor will also
receive a royalty of 1.5% on the Gross Revenue from the Intermediary Entity.
The conditions precedent to the SPA include certain regulatory approvals and
the approval of Bezant shareholders.
2. Background to and Reasons for the Proposed Acquisition
Prior to receiving a Mining Licence for the Hope and Gorob Project, the
Company considered a number of possible mineral processing alternatives for
run of mine ore. Using the NLZM Processing Plant was selected as a viable
option subject to modification of the NLZM Processing Plant to make it better
suited to copper - gold preconcentrate treatment. After detailed evaluation
and an audit conducted by an external technical expert, the Company's
Directors selected using the NLZM Processing Plant located approximately 190
km from the Hope and Gorob Project, (which until 2020 was used by NLZM for
processing lead and zinc from its NLZM Project) as the preferred development
option for the processing of preconcentrate that will be trucked from the Hope
and Gorob Project to the NLZM Processing Plant.
The Proposed Acquisition presents a strategic opportunity for the Hope and
Gorob Project, offering substantial benefits across cost, time, infrastructure
and operational reliability. These benefits include:
i. Capital Cost Reduction: Building a new processing facility would
require a significant capital outlay for engineering, procurement,
construction and commissioning. By acquiring an existing, operational plant,
the Project avoids these costs, improving capital efficiency and strengthening
overall Project economics.
ii. Accelerated Time-to-Production: Greenfield plant development
typically involves long lead times due to design, construction and regulatory
approvals. The NLZM Processing Plant, being already built and previously
operational, allows for rapid integration and commissioning, significantly
shortening the timeline to first concentrate production and revenue
generation.
iii. Regulatory Efficiency: Developing a new plant would require extensive
environmental and operational permitting, which can be time-consuming and
complex. The NLZM Processing Plant already holds the necessary permits and
infrastructure, reducing regulatory risk and streamlining the path to
production.
iv. Infrastructure and Accessibility: The Hope and Gorob Project is
located in a remote area with limited infrastructure. Constructing and
operating a plant in such a location would pose logistical challenges,
including access to skilled labour, materials and services and water for
mineral processing. The NLZM Processing Plant, situated in a more accessible
area, mitigates these risks and simplifies operational logistics.
v. Reliable Power and Water Supply: Remote sites often face challenges
with electricity availability, which is critical for processing operations.
The NLZM Processing Plant benefits from established grid connections and
reliable power infrastructure, eliminating the need for costly and complex
off-grid energy solutions. The Plant is also connected to a state-operated
water pipeline that supplies a number of mines in the region.
vi. Enhanced Profitability: By combining mine-site ore sorting with
off-site final concentration at the NLZM Processing Plant, the Project
optimises material handling, reduces costs compared to building a new
processing plant and maximises recovery. This integrated approach improves
overall profitability and supports a strong economic case for advancing to the
execution phase of the Hope and Gorob Project.
3. Principal terms and conditions of the Proposed Acquisition
Parties
Bezant Resources Plc as the Parent and three of its subsidiaries i) the
Intermediary Entity ii) the Purchaser and iii) Hope and Gorob and the Vendor
and NLZM.
Date of agreement
13 August 2025
Purchase Price payable at Closing of the Share and Asset Purchase Agreement
The consideration payable to the Vendor for the Purchased Shares and the
Purchased Assets (the "Purchase Price") is set out below with $1 being the
value of the Purchase Price to be apportioned to the acquisition of the
Purchased Shares and the balance of the Purchase Price to be apportioned to
the acquisition of the Purchased Assets:
i) the Deposit Payment of US$50,000 (previously paid);
ii) $2,500,000 less the Deposit Payment (the "Closing Cash
Consideration"); and
iii) 350,000,000 warrants (the "Vendor Warrants"), each
exercisable at 0.05787 pence for one Bezant Share for 3 years from the Closing
Date.
Revenue Royalty
The Vendor shall be entitled to quarterly royalty payments equal to 1.5% of
the Gross Revenue by the Intermediary Entity (the "Revenue Royalty Payments")
for each Quarter during the period beginning on the Closing Date and ending
on, and inclusive of, the twelfth anniversary of the date immediately
following the sixty (60)-day period during which the NLZM Plant processes, on
an annualized basis, at least 98,000 tonnes of ore ("Commencement Date") (the
"Revenue Royalty Period"). The Revenue Royalty Payment is capped at a copper
price of US$12,000 per tonne and is due and payable to the Vendor even in an
event if the ore from Hope and Gorb is processed at another facility and not
at the NLZM Plant.
Ore Processing Payments
Once the NLZM Processing Plant is operating the Vendor will be paid a fixed
amount for each tonne of ore processed by the NLZM Processing Plant (US$6.50
per tonne for years 1 to 8 after the Commencement Date, US$2.00 per tonne for
years 9 to 12 after the Commencement Date and thereafter US$1.00 per tonne).
The ore processing payments are subject to a minimum of;
i) US$200,000 for the six months immediately following the
Commencement Date; and
ii) US$25,000 per year for years 1 to 12 after the
Commencement Date
Conditions Precedent
The Closing of the Share and Asset Purchase Agreement is conditional on the
following:
(a) to be met within 180 days of the date of the agreement.
a. Regulatory Approvals
i) The Namibian Competition Commission Approval and the
Exchange Control Approvals shall have been obtained (this condition has been
met);
ii) The Hope and Gorob Mining Licence is Fully Valid;
iii) The confirmation from the Parent's NOMAD or AIM that the
consummation of this SPA would not constitute a reverse takeover under AIM
Rule 14 (this condition will be met if Bezant shareholders approve the SPA);
and
iv) Any necessary notifications required under the Namibian
Minerals (Prospecting And Mining) Act, 1992 in relation to the change of
ownership of the Company.
(b) To be met within 120 days of the date of the SPA:
a. Approval of the SPA by Bezant shareholders.
b. Other closing conditions customary for an agreement of this nature
including, the delivery of documents related to the Closing and no legal
proceedings preventing closing
Security Arrangements
For the period up to 8 years from the Commencement Date the Revenue Royalty
and Ore Processing payments due to the Vendor and the Security Covenants (set
out below) given to the Vendor will be secured by the granting of (i) a share
charge by the Intermediary Entity providing for a first ranking security
interest in all of the issued shares of the Purchaser, and (ii) a debenture by
the Intermediary Entity providing for a first ranking security interest in all
of the outstanding intercompany loan receivables due from the Purchaser or the
Company.
Events of Default under the Security Arrangements include the Commencement
Date not being within 24 months of the Closing Date, and those typically
included in security agreements including late payment of secured payments,
insolvency, the SPA becoming unlawful and breaches of Security Covenants.
Security Covenants
Given the ongoing liability to pay the Ore Processing Payments and the Revenue
Royalty the Vendor has been granted certain security covenants including in
relation to access to books and records, restrictions on indebtedness of the
Purchaser, the Intermediary Entity, the Company and Hope and Gorob and
Bezant's continued ownership of the Hope and Gorob project.
Blackstone Share sale proceeds, if any, to be applied to Projects. Bezant is
not required to sell any of its Blackstone Shares but if it does sell any of
the Blackstone Shares which it owns prior to i) the Commencement Date and ii)
completion of NLZM Plant Updates it has undertaken to apply 75% of the
proceeds in Namibia for the Project.
Break Fee
In the event (i) Bezant or the Purchaser do not fulfil certain of their
obligations in relation to performance of covenants at closing, the warrants
to be issued to Vendor are not valid and the documents to be delivered at
closing are not delivered or (ii) the Hope and Gorob Mining License is no
longer a Fully Valid Licence due to any act, omission or other breach of the
Hope and Gorob Mining License on the part of the Parent, the Purchaser or Hope
and Gorob or its affiliates then a break fee of US$1m will be due to the
Vendor. Shareholders not passing the Resolution will not trigger the payment
of the break fee.
4. Group Namibian structure
Following Completion, the Namibian part of the Group structure will be
reorganised. The current and future organisation is shown in Figure 1.
Figure 1: Current and Proposed Namibian Group Structure
5. Information on the Hope and Gorob Project and the NLZM Processing Plant
5.1 Information and the Hope and Gorob Project
The Hope and Gorob copper - gold Project located on the Matchless Belt in
central Namibia comprises Mining Licence ML246 and exclusive Exploration
Licences EPL 5796, EPL6605 and EPL7170. Collectively, the EPL's provide more
than 150km of additional prospective ground beyond the limits of the Mining
Licence. The licences have been subject to intensive exploration over a
number of years with more than 69,000 metres of drilling having been
completed.
The interest in the licences is held through the Company's Namibian
subsidiaries (as presented in Figure 1 in paragraph 4 of Part 1 of this
document and also summarised in Table 1 below). In conjunction with the Mining
Licence, the Project also obtained an Environmental Clearance Certificate (ECC
2502358) from the Namibian Ministry of Environment, Forestry and Tourism,
dated 01 April 2025, based on the submitted Environmental Management Plan
(EMP) and Environmental Social Impact Assessments (ESIA).
Table 1: Tenure of the Project Mineral Licences within the Republic of Namibia
Licence No. Licence Name Licence Holder Mineral Groups Area (Ha) Expiry Bezant interest
Mining Licence 246 Hope and Gorob Mining Licence Hope and Gorob Mining (Pty) Ltd Base and Rare Metals, Precious Metals 8,040 31 March 2040 70 %
Exploration Licence 5796 Hope and Gorob Exploration Licence Hope and Gorob Mining (Pty) Ltd Base and Rare Metals, Precious Metals 24,294 28 November 2026 70%
Exploration Licence 6605 Hope Namibia Exploration Licence Hope Namibia Mineral Exploration (Pty) Ltd Base and Rare Metals, Dimension Stone, Industrial Minerals Precious Metals 41,910 28 August 2026 80%
Exploration Licence 7170 Hope Namibia Exploration Licence Hope Namibia Mineral Exploration (Pty) Ltd Base and Rare Metals, Dimension Stone, Industrial Minerals Precious Metals 41,910 28 August 2026 80%
Source: Technical Report, Table 10
The Mineral Resource that will be mined to produce a feed for on-site ore
sorting and subsequent final concentration of a preconcentrate at the NLZM
Processing Plant is currently confined to Mining Licence ML246. Additional
potential which will be evaluated by the Company occurs within the contiguous
EPLs.
The Hope and Gorob Project lies approximately 250km southwest of Namibia's
capital, Windhoek, and 120km southeast of the country's main port, Walvis Bay
and includes three main orebodies: Hope, Vendome, and Gorob together with
numerous other recognised targets whose locations are shown in Figure 2.
Figure 2: General Location of the Hope and Project Licences - ML246 is within
EPL5796
Source: Technical Report, Figure 8
The Mineral Resource estimate (MRE) for the Hope and Gorob Project was
conducted by AMS and compiled in their Report "Mineral Resource Estimate (JORC
2012), Hope and Gorob Copper-Gold Project, Namibia, with effective date of 30
May 2023". Details of the MRE are shown in Table 2
Table 2: Mineral Resource Estimate as at 30 May 2023:
Indicated and Inferred Mineral Resource Estimate for the Hope and Gorob
Project, Namibia. Gross representing 100% estimated Resources - Bezant has a
70% interest in the Hope and Gorob Project
Source: AMS, 2023
Note: Rounding errors may occur in original Mineral Resource Estimate (as at
May 2023)
"Gross" are 100% of the resources attributable to the
licence whilst "Net Attributable" are those attributable to Bezant Resources
plc.
This table is a summary of the signed Mineral Resource
Estimate by Adison Mining, which can be found in the report "Mineral Resource
Estimate (JORC 2012), Hope and Gorob Cu-Au Project, Namibia" extracts of which
were announced by the Company on 27 October 2023.
Sequencing and design of the Hope, Gorob and Vendome pits (including
production overlap), results in a total mining inventory from these pits of
3.3Mt, equalling seven years of RoM production with a balance of ten year LoM
used in financial modelling to be sourced from other declared Resources
(Anomaly) and exploration targets (Du Preez, Luigi and Anomaly Est and
immediate extensions to Hope, Gorob and Vendome).
The Anomaly, Du Preez, Luigi targets, as well as the underground potential for
both Gorob and Vendome are yet to be assessed in a detailed mining study,
which could add additional tonnage to the operation. Further upside exists to
extend the Project via possible lateral extensions of these known deposits and
any other discoveries made over several broadly defined targets on EPLs 5796,
6605 and 7170.
Bezant Resources has undertaken comprehensive metallurgical test work using
recognised external expertise to assess gravity, magnetic separation, multi
sensor dry ore sorting and flotation methodologies on Hope and Gorob run of
mine ore. The test work was conducted on fresh drill core collected
specifically for the purpose of providing representative fresh material for
test work together with other drill core collected from historic drilling and
assay sample rejects returned by certified laboratories. Results of this test
work were announced previously to the market via Regulatory Information
Services. All assays connected with test work were undertaken by recognised
certified laboratories in both Namibia and South Africa.
5.2 Information on the NLZM Processing Plant
The NLZM Processing Plant is located approximately 40km northeast of
Swakopmund, Namibia. The nearest airport to the NLZM Processing Plant is the
Walvis Bay International Airport. Figure 3 below shows the location of the
NLZM Processing Plant in relation to Swakopmund and Walvis Bay - shown as
Namib Lead and Zinc area of interest on the map.
Figure 3: Site Location of the NLZM Processing Plant in relation to Swakopmund
and Walvis Bay
Source: Technical Report, Figure 19
The NLZM site (Figure 4) consists of an underground mine accessed by two
declines with drives and crosscuts developed to access lead-zinc run of mine
ore and is associated with the NLZM ML 185 which expires on 24 February 2026.
NLZM has applied for the ML 185 licence to be renewed and according to the
electronic database of the Ministry of Mines and Energy as at the date of this
document a renewal application is pending. On 24 February 2025 NLZM was issued
an Environmental Clearance Certificate No. ECC- 2502231 including in respect
of ML185 which expires on 24 February 2028. The Processing Plant is located on
the same site as the underground mine and the tailings storage facility flanks
the site. Figure 4 below shows the site layout.
Figure 4: Satellite Image of the NLZM Site including NLZM Processing Plant
Source: Technical Report, Figure 20
The NLZM Process Plant, built in 2018 for North River Resources, the previous
controlling shareholder of NLZM, faced operational issues and never reached
full capacity. These issues, compounded by the Covid-19 pandemic, led to the
NLZM Processing Plant being placed on care and maintenance.
As part of the due diligence process for the Proposed Acquisition and given
Bezant intends to repurpose the Plant for copper ore processing, the Company
engaged MetalX who produced a site review report detailing findings and
recommendations following a comprehensive site audit of the NLZM Processing
Plant. The audit assessed the NLZM Processing Plant's readiness to transition
from lead-zinc processing to a dual copper oxide and sulphide flotation
system, in preparation for ore from the Hope and Gorob mines. The findings and
recommendations are contained at Section 10 of the Technical Report.
Key recommendations include upgrading flotation circuits, improving milling
and dewatering systems, and implementing modern automated controls.
Flexibility to revert to lead-zinc processing is also advised.
The proposed way forward begins with a Detailed Engineering phase, followed by
an Execution phase covering procurement, construction, and commissioning.
Estimated direct field costs are ZAR41 M (approx. U$2.2M), with indirect costs
of ZAR10.25 M (approx. US$0.55M) (EPCM) or ZAR13.5 M (approx. US$0.73M)
(EPC). Figure 5 and Figure 6 show photographs of the NLZM Processing Plant.
2 (#_ftn2)
As stated above the NLZM has an ECC for its Mining Licence ML 185 which
expires on 24 February 2026. If ML 185 is not renewed or its renewal is
delayed this may affect the Company ability to use the NLZM Processing Plant
as intended which may adversely affect the Company's plans and its ability to
economically develop the Hope and Gorob Project.
Figure 5: NLZM Processing Plant: Mill and associated infrastructure
Source: Technical Report, Figure 18A
Figure 6: NLZM Processing Plant: Primary and secondary crushers
Source: Technical Report, Figure 18B
The NLZM Project site comes with a Tailings Storage Facility (TSF) which was
designed by Epoch Resources (Pty) Ltd ("Epoch"), a qualified tailings
deposition engineering company based in South Africa, engaged by the NLZM
Processing Plant operator to design a TSF with a total capacity of 1,520.00
tonnes at an average deposition rate of 217ktpa. The TSF was constructed as
part of the NLZM mine development according to the Epoch TSF design with an
estimated total of 100kt having been deposited in the TSF prior to the NLZM
mine and plant going under care and maintenance. This results in a remaining
designed and permitted capacity 1,420,000 tonnes with deposition rates of up
to 217ktpa achievable. The Hope and Gorob Project has an estimated annual
deposition rate of 160ktpa (180ktpa plant feed less concentrate extracted)
which is well below design deposition rates of 217ktpa and amounts to a
remaining life of facility of 9 years before an expansion to the TSF is
required.
5.3 Hope and Gorob Project and NLZM Processing Plant Implementation Plan
The implementation plan centres around two separate sites, firstly, the Hope
and Gorob mine, the site of the copper - gold Mineral Resource where run of
mine ore will be crushed and waste separated from mineralisation using a
multi-sensor dry ore sorting process and secondly, the NLZM Processing Plant
where an existing flotation plant, currently under care and maintenance will
be repurposed to treat the Hope and Gorob copper - gold preconcentrate that
will be hauled by 50 tonne trucks from the Hope and Gorob Project mine site to
the NLZM Processing Plant for final concentration and production of a
concentrate for sale.
Hope and Gorob Implementation Plant requires the establishment of an open pit
mine to access ore and the construction and commissioning of a combined
crusher and dry ore sorter designed to take run of mine ore and produce a
copper - gold preconcentrate resulting in a significant reduction in volume of
copper-bearing feed for transportation to the NLZM Processing Plant.
Implementation at Hope and Gorob will also entail development of offices and
employee accommodation, explosives storage and other infrastructure typical of
a mine site of this scale. Development at Hope and Gorob is not constrained
by any development at the NLZM Processing Plant and can continue in parallel
with the upgrade of the NLZM Processing Plant.
Hope and Gorob production including drilling, blasting, mining and haulage of
run of mine ore to the crusher will be the responsibility of a designated
contractor. The contractor will be responsible for the engagement of
suitably qualified personnel and the subsequent safe and efficient operation
of mine production according to international best practice and Namibian
Law. The contractor will supply heavy plant and equipment and suitable
maintenance facilities and access to spares inventory sufficient to operate
efficiently and according to the agreed production rate.
NLZM Processing Plant Implementation Plan requires the upgrade and repurposing
of the NLZM Plant originally designed for the processing of lead - zinc -
silver ore and the production of lead and zinc concentrates. The Plant has
been kept in good order thanks to a well-managed care and maintenance
programme. All elements of the NLZM Processing Plant were assessed in detail
by an external technical expert leading to an agreed upgrade programme
including a detailed specification of key components, a capital budget and
implementation schedule. The majority of the work to be undertaken by the
Company involves addition of more appropriate crushing infrastructure,
additional surge tank capacity and automation, all designed to improve the
efficiency of the NLZM Processing Plant and to ensure optimised copper - gold
recovery and production of a concentrate meeting the required specification
for sale.
The NLZM Processing Plant Implementation Plan also includes engagement of a
contractor to haul preconcentrate from the Hope and Gorob mine site to the
NLZM Processing Plant and the subsequent haulage of a final concentrate to the
deepwater terminal at Walvis Bay, Namibia.
Office infrastructure is in place at the NLZM Processing Plant along with
suitable engineering workshops, an assay laboratory and all other
infrastructure including loading facilities for the transport of a final
concentrate product. The site is connected to the national grid and also has a
pipeline connection to a water pipeline originating in the Kuiseb river
supplying water to a number of mining operations in the region.
Implementation of the Plant refurbishment is planned to commence from the
Closing Date. The refurbishment will be overseen by the Company but
implemented by a recognised external contractor skilled in the upgrade of
flotation plants.
The Company has taken advice from its Namibian shareholder and the Ministry of
Industries, Mines and Energy with regard to employment policy and plans to
engage a recognised Namibian employment agency used by mining companies in
Namibia to source skilled and unskilled employees for all designations. The
contractor responsible for mining operations will source its own employees,
the majority of whom are expected to be Namibian nationals as the contractor
is Namibian based.
Grade control at the mine site, ongoing exploration to replace depleted
Mineral Resources and the NLZM Processing Plant operation will be staffed and
managed by the Company through its local Namibian owned subsidiaries owning
the Hope and Gorob Project and the NLZM Processing Plant respectively.
Figure 7 shows the transport route of the preconcentrate from the Hope and
Gorob Project to the NLZM Processing Plant (referred to in the figure as Namib
Zn & Pb Mine and Float Plant). The mining licence ML240 is within EPL
5796 shown in Figure 7.
Figure 7: Transport Route from the Hope and Gorob Project to the NLZM
Processing Plant
Source: Technical Report, Figure 18
Information on the Project Costing and Financials is extracted without any
adjustments from the Technical Report and presented at Part III of this
document.
6. The Company, its Projects and Strategy
In recent times, the Company has focused on the development of the Hope and
Gorob project with an emphasis on delivery of sufficient Mineral Resource to
provide for a minimum 10-year life of mine, with scope for further additional
Resource development through ongoing exploration whilst simultaneously pushing
the Project towards near-term production. The Company has discontinued its
interest in PCB Mining Ltd project in Zambia and disposed of Eureka Project in
Argentina. Accordingly, the Company's current Projects are:
(i) The Hope and Gorb Project in Namibia - further details of
which are contained at paragraph 5 above; and
(ii) The Kanye Project in Botswana.
Detailed information on the Hope and Gorob Project in Namibia is set out in
paragraph 5 above, which also includes information on the Hope and Gorob and
the NLZM Processing Plant Implementation Plans and the Company's short- and
medium-term strategy.
The Kanye Manganese Project comprises five current prospecting licenses
located in south-central Botswana south of the town of Jwaneng, west of the
town of Kanye and 150km by road from the capital Gaborone. The licenses are
held by Cypress Sources Pty Ltd and Coastal Minerals Pty Ltd, which are 100%
owned subsidiaries of the Bezant Resources.
The Kanye Project:
· Land package contains several occurrences of high-grade manganese
mineralisation potentially suitable for the high value battery market
· Area is close to the K-Hill manganese deposit where a TSX listed
public company reports a PEA based on a life of project MnO grade of 15.2%
yielding a NPV (8%) of US$984m and an IRR of 29.4% - a full feasibility study
was under way as of July 2023. Demonstration plant testing is currently under
way.
In August 2024 the Company announced the positive outcome of geophysical
surveying which was planned to assist in extending the potential footprint of
the deposit.
· IP/resistivity geophysical surveying has traced near surface areas
of high conductivity/low resistivity which could reflect manganiferous
mineralisation for 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.
The Company is planning a programme of reverse circulation drilling to test
the source of the IP anomalies with the aim of significantly extending the
currently demonstrated manganese occurrence. Samples generated by the
programme will be subject to multi-element assay to determine the grade of
manganese mineralisation and the content of accompanying minerals and will
also be available for further manganese recovery test work as required. This
will be progressed as and when the Company has sufficient funds given the
current focus is on completing the Proposed Acquisition and thereafter the
NLZM Processing Plant modifications and the development of the Hope and Gorob
mine bringing it into production so it is generating revenue for the Group.
Additionally, Bezant holds a minority indirect interest in the Mankayan
Copper-Gold Porphyry Deposit through its shareholding in ASX listed Blackstone
Minerals Ltd. Situated in the heart of the prospective Mankayan Mineral
District in Northern Luzon, Philippines, the Mankayan copper-gold project is
regarded as one of the largest undeveloped copper-gold porphyry mining
projects in the world. The project holds a 25-year mining licence (MPSA) and
is strategically positioned near major operating mines, including the Lepanto
epithermal deposit and Gold Fields Far Southeast porphyry deposit.
7. Funding of the Proposed Acquisition and Current Financial Position
The aggregate expenditure related to the Proposed Acquisition is £3.9m
comprising the Closing Cash Consideration of £1.85M (US$2.5M) as per the SPA
and the anticipated cost of the NLZM Processing Plant Implementation Plan,
which is estimated at USD2.8M (£2.07M) as per Part 11 Financials section of
the Technical Report, extracts of which are contained at Part III of this
document.
The Company currently has aggregate working capital funds available to it of
£3.9m comprising cash of £1.9M, and the Drawdown Facility of gross £2M
Drawdown Facility which is sufficient to cover the cost of the Proposed
Acquisition and related expenditure for the 12 months from the completion of
the Proposed Acquisition.
The Company; has announced the conditional Financing and Offtake Agreements of
up to US$7M (£5.19M) which would be an important component of the financing
of the Hope and Gorob Implementation Plan cost of £6.7m; is also in ongoing
negotiations with other parties who have expressed an interest in
participating in the funding of the Hope and Gorob Project by way of loans and
or equity at the project or parent company level; anticipates the exercise of
some of the warrants issued in relation to previous fundraisings (currently in
the money); and holds listed investments in the form of Blackstone Minerals
shares (with a market value of approximately £1.6m at current FX rates)
(together the "Additional Sources of Funding"). The Company believes that it
has sufficient flexibility within the overall plan for the Hope and Gorob
Project to match this to the availability of finance.
Accordingly, the Directors are of the opinion, having made due and careful
enquiry, that the working capital available to the Company will be
sufficient for at least 12 months from the date of this document.
8. Risk Factors
Shareholders and other prospective investors in the Company should be aware
that an investment in all exploration and development companies involves a
high degree of risk. Your attention is drawn to the risk factors set out in
Part II of this document.
9. Further Information on NLZM
Financial information on NLZM
NLZM in its audited accounts for the year ended 31 December 2024 reported in
Namibian dollars (NAD) NLZM had NAD 258M (approximately £10.8M using an FX
rate of £1.00= NAD23.75 ) of Net Assets excluding the shareholder loans that
will be assigned to the Purchaser at the Share and Asset Purchase Agreement
Closing Date. For the year ended 31 December 2024 NLZM made a loss after
adjusting for unrealised foreign exchange losses and finance costs on the
shareholder loans equated to a loss of NAD9.8M (approximately £413K) and
included a provision of NAD 5.3 M (approximately £222K) provision for
decommission and rehabilitation costs.
Information on former NLZM Project
The NLZM lead -zinc-silver mine has been under care and maintenance since 2020
(during COVID). Whilst the mine has significant underground development in
place and Mineral Resources available, it has not been reactivated due to less
than favourable lead and zinc metal prices. During the intervening period, the
NLZM Processing Plant has been maintained under a well-managed and diligent
care and maintenance programme with the processing plant regularly tested and
the underground infrastructure inspected and kept water-free.
A mining licence renewal application for the current mining licence ML 185
which expires 24 February 2026 is pending confirmation from the Ministry and
there are also two Exploration Licences, EPL 2902 expiring 8 November 2025,
renewal under way and EPL 5075 expiring 14 May 2026, renewal submission
required in February 2026. The NLZM lead and zinc mine has a Mineral Resource
Estimate (JORC 2012) generated by external consultants CSA Global of
approximately 1.11Mt @ 2.31% Pb, 6.63% Zn and 46g/t Ag.
Shareholders should read the whole of this document, which provides additional
information on the Company, the Proposed Acquisition and the Resolution, and
should not rely on summaries of, or individual parts only of, this document.
Your attention is drawn, in particular, to Parts II and III of this document.
Part IV of this document sets out the pro-forma financial information of the
Enlarged Group post completion of the Proposed Acquisition.
10. General Meeting
You will find set out at the end of this document in Part IV a notice
convening the General Meeting of the Company to be held at The Dome Room, 5th
Floor, 1 Cornhill, London EC3V 3ND on 8 December at 11:00 at which the
Resolution will be proposed to approve the Proposed Acquisition.
The General Meeting is an important event for the Company and provides an
opportunity for the Company's directors to engage with shareholders. If you
plan to attend in person, we would appreciate prior confirmation by email to
info@bezantresources.com (mailto:info@bezantresources.com) by 11:00 a.m. on
Friday 4 December 2025 to allow us to plan appropriately.
11. Action to be Taken
Voting Electronically: You will be able to vote electronically via the
Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/
(https://uk.investorcentre.mpms.mufg.com/) you will need to log into your
Investor Centre account or register if you have not previously done so. To
register you will need your Investor Code, this is detailed on your share
certificate or available from our Registrar, MUFG Corporate Markets.
You will not receive a hard copy form of proxy for the general meeting in the
post. Instead, you will be able to vote electronically using the Investor
Centre app or at https://uk.investorcentre.mpms.mufg.com/
(https://uk.investorcentre.mpms.mufg.com/) . You will need to log into your
account or register if you have not previously done so. To register you will
need your Investor Code, this is detailed on your share certificate or
available from our Registrar, MUFG Corporate Markets. You may request a hard
copy form of proxy directly from the registrars, MUFG Corporate Markets by
emailing shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) or on Tel: 0371 664 0391. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 09:00 - 17:30, Wednesday to Friday excluding
public holidays in England and Wales.
12. Recommendation
The Board is of the opinion that the Resolutions are in the best interests of
the Company and its Shareholders as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the Resolution, as
the Directors intend to do in respect of their own beneficial shareholdings,
which amount in aggregate to 1,495,833,461 Existing Ordinary Shares,
representing approximately 8.81 per cent. of the Existing Ordinary Shares.
Consequence of Resolution not being passed. Prior to receiving a Mining
Licence for the Hope and Gorob Project, the Company considered a number of
possible mineral processing alternatives for run of mine ore and after a
detailed evaluation and an audit conducted by an external technical expert,
the Company's Directors selected using the NLZM Processing Plant located
approximately 190 km from the Hope and Gorob Project, (which until 2020 was
used by NLZM for processing lead and zinc from its NLZM Project) as the
preferred development option for the processing of preconcentrate that will be
trucked from the Hope and Gorob Project to the NLZM Processing Plant. If the
Resolution is not approved then the Company will not acquire the NLZM
Processing Plant and will not be able to implement the development of the Hope
and Gorob Project in the manner outlined in its application for the Mining
Licence approved by the Ministry which may affect the Mining Licence and will
breach a condition precedent of the Financing and Offtake Agreements which is
an important component of the financing of the Hope and Gorob Project.
Shareholders not passing the Resolution will not trigger the payment of the
break fee.
If it is necessary to alter the arrangements for the GM shareholders will be
notified promptly via RNS and the Company's website.
Yours faithfully,
Colin Bird, Chairman
ENDS
For further information, please contact:
Bezant Resources Plc
+44 (0) 20 3416 3695
Colin Bird Executive Chairman
Beaumont Cornish (Nominated Adviser) +44 (0) 20 7628 3396
Roland Cornish / Asia Szusciak
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
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
or visit http://www.bezantresources.com (http://www.bezantresources.com)
Qualified Person:
The technical information contained in this announcement has been reviewed,
verified, and approved by Colin Bird, CC.ENG, FIMMM, South African and UK
Certified Mine Manager and Director of African Pioneer plc, with more than 40
years' experience mainly in hard rock mining.
Forward Looking Statements:
Certain statements in this announcement are or may be deemed to be forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'' ''could'' "should" ''envisage''
''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those
variations or comparable expressions including references to assumptions.
These forward-looking statements are not based on historical facts but rather
on the Directors' current expectations and assumptions regarding the Company's
future growth results of operations performance future capital and other
expenditures (including the amount. Nature and sources of funding thereof)
competitive advantages business prospects and opportunities. Such forward
looking statements reflect the Directors' current beliefs and assumptions and
are based on information currently available to the Directors. A number of
factors could cause actual results to differ materially from the results
discussed in the forward-looking statements including risks associated with
vulnerability to general economic and business conditions competition
environmental and other regulatory changes actions by governmental authorities
the availability of capital markets reliance on key personnel uninsured and
underinsured losses and other factors many of which are beyond the control of
the Company. Although any forward-looking statements contained in this
announcement are based upon what the Directors believe to be reasonable
assumptions. The Company cannot assure investors that actual results will be
consistent with such forward-looking statements.
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
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).
Appendix 1 Definitions, and Glossary of Technical Terms from GM Circular
DEFINITIONS
The following definitions apply throughout this document unless the context
otherwise requires:
"Additional Sources of Funding" is as described in paragraph 7 of Part I of this document;
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies and the AIM Rules for Nominated Advisers;
"AIM Rules for Companies" the rules which set out the obligations and responsibilities in relation to
companies whose shares are admitted to AIM as published by the London Stock
Exchange from time to time;
"AIM Rules for Nominated Advisers" the rules which set out the eligibility, obligations and certain disciplinary
matters in relation to nominated advisers as published by the London Stock
Exchange from time to time;
"Articles" the articles of association of the Company for the time being;
"Blackstone Shares" shares of ASX listed Blackstone Minerals Limited (ASX:BSX) owned by the
Company at the date of publication of this document;
"Board" or "Directors" the current directors of the Company, whose names are set out on page 4 of
this document;
"Certificated" or "in Certificated Form" a share or other security recorded on the relevant register of the relevant
company as being held in certificated form and title to which may be
transferred by means of a stock transfer form;
"Closing Cash Consideration" the cash consideration to be paid to the Vendor at the Closing Date under the
SPA as set out in paragraph 3 of Part I of this document;
"Closing Conditions" the closing conditions of the Share and Asset Purchase Agreement further
details of which are provided at paragraph 3 of Part I of this document;
"Closing Date" means: (1) the date that is fourteen (14) Business Days following the day on
which the Closing Conditions (other than those conditions that by their nature
can only be satisfied as of the Closing Date) have been satisfied or waived by
the appropriate Party; or (2) such earlier or later date as the Vendor and the
Purchaser may agree in writing;
"Commencement Date" means the date from which the Royalties are due to the Vendor under the SPA as
set out in paragraph 3 of Part I of this document;
"Company" or "Bezant" Bezant Resources Plc, a company incorporated and registered in England and
Wales under company registration number 02918391;
"CREST" the computerized settlement system to facilitate the transfer of title of
shares in uncertificated form operated by Euroclear UK & Ireland Limited;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended;
"Drawdown Facility" a new unsecured loan facility for £2 million executed by the Company on 18
November 2025, with a maturity date of 30 November 2027, interest of 8% per
annum, a drawdown fee of 5% on amounts drawn down and an unused facility fee
of 7% on any amount of the loan facility not drawn down payable on 30 November
2027. The loan facility can be drawn down in eight equal tranches of £250,000
from December 2025 up to July 2026;
"Enlarged Group" the Group, as enlarged by the Proposed Acquisition;
"Financial Conduct Authority" the United Kingdom Financial Conduct Authority;
"Financing and Offtake Agreements" the binding term documentation for a conditional prepayment facility of up to
USD 7 million and an associated concentrate offtake agreement with a globally
recognised commodities trading company announced by the Company on 31 October
2025, to support the development of the Hope and Gorob Project;
"Form of Proxy" the form of proxy enclosed with this document for use by Shareholders in
connection with the General Meeting;
"FSMA" the Financial Services and Markets Act 2000 of the United Kingdom, as amended;
"General Meeting" the general meeting of the Company, convened for 11:00 on 8 December 2025, and
any adjournment thereof, notice of which is set out at Part IV of this
document;
"Group" the Company and its subsidiaries;
"Gross Revenue" means all the gross revenues of the Hope and Gorob Project and the NLZM
Project for the relevant calendar quarter;
"Hope and Gorob" means Hope and Gorob Mining (Pty) Ltd, a company incorporated under the laws
of Namibia which is a 70 per cent. owned subsidiary of Bezant and the
registered holder of the Mining Licence;
"Hope and Gorob Mining Licence" or "Mining Licence" means mining licence ML 246 (Office Reference No 14/2/5/1/246) granted by the
Minister of Industries, Mines and Energy to Hope and Gorob in respect of Base
and Rare Metals and Precious Metals group of minerals in terms of the
provisions of the Minerals (Prospecting and Mining) Act, 1992, with an expiry
date of 31 March 2040;
"Hope and Gorob Project" or "Project" means the Hope and Gorob copper-gold project located in Namibia in which the
Company has a 70 per cent. interest through its subsidiary Hope and Gorob
Mining (Pty) Ltd and for which the Mining Licence has been issued;
"Hope and Gorob Implementation Plan" is as described in paragraph 5 of Part I of this document;
"Hope Namibia" means Hope Namibia Mineral Exploration (Proprietary) Limited, a company
incorporated under the laws of Namibia which is a 80 per cent. owned
subsidiary of Bezant;
"Intermediary Entity" means Hope Namibia Copper Gold Holdings Ltd a company incorporated in the
British Virgin Islands which is a 100 per cent owned subsidiary of Bezant;
"London Stock Exchange" London Stock Exchange plc;
"Ministry" The Namibian Ministry of Industries, Mines and Energy;
"NAD", "N$" or "Namibian dollar" the legal currency of Namibia;
"Notice" the notice of the General Meeting set out at Part IV on page 46 of this
document;
"NLZM" means Namib Lead and Zinc Mining (Proprietary) Limited, a company incorporated
under the laws of Namibia which is subject to the Proposed Acquisition;
"NLZM Mineral Licences" means those Mineral Licences relating to the NLZM Project namely; (i) mining
licence ML 185 (Office Reference No14/2/3/2/185) which expires 24 February
2026 and for which a renewal application has been submitted to the Ministry,
(ii) exclusive prospective licence EPL 2902 expiring on 8 November 2025 for
which a renewal application has been submitted to the Ministry and (iii)
exclusive prospective licence EPL 5075 expiring 14 May 2026 for which a
renewal application is required in February 2026;
"NLZM Minority Shareholders" means the Namib Lead & Zinc Mine Community Empowerment Trust (Master's
filing number T 103/17) and the NLZM Employee Benefit Trust (Master's filing
number T 104/17), each trust established in terms of the laws of Namibia;
"NLZM Plant Technical Report" means the independent technical report on the NLZM Processing Plant prepared
by MetalX for the Company in relation to assessing the requirements for the
NLZM Processing Plant to be modified to process copper gold pre-concentrate
from the Hope and Gorob Project extracts from which are as set out in section
10 of the Technical Report and Part III of this document;
"NLZM Processing Plant Implementation Plan" is as described in paragraph 5 of Part I of this document;
"NLZM Processing Plant" or "Plant" means the ore processing plant and related facilities and equipment owned by
the Target Company which were previously used in connection with the NLZM
Project and which, once modified, is intended to process copper-gold
pre-concentrate generated from the crushing at the Hope and Gorob mine of
run-of-mine (RoM) ore from the Hope and Gorob Project;
"NLZM Project" means the lead zinc project owned and operated by NLZM and all other assets
licensed to NLZM under the NLZM Mineral Licences, including mining licence ML
185, exclusive prospecting licences (EPLs), Environmental Clearance
Certificate No. ECC- 2502231 with Serial No. 25hySV52231 (expiring on 24
February 2028) covering those licences, all other rights relating thereto
and all real property used in connection thereto;
"Ordinary Shares" ordinary shares of 0.002p in the issued share capital of the Company;
"Ore Processing Payments" are the quarterly ore processing payments due to the Vendor under the SPA as
set out in paragraph 3 of Part I of this document;
"Parties" the parties to the Share and Asset Purchase Agreement are Bezant as the Parent
and its subsidiaries i) the Intermediary Entity; ii) the Purchaser; and iii)
Hope and Gorob; CL US Minerals LLC as the Vendor and NLZM;
"Purchased Assets" means the Vendor's shareholder loans to NLZM which are being sold to the
Purchaser under the SPA;
"Purchase Price" means the purchase price payable under the SPA as set out in paragraph 3 of
Part I of this document;
"Purchased Shares" means 90% of the shares of NLZM which are being sold by the Vendor to the
Purchaser under the SPA;
"Purchaser" means Namibia NZLM Holdings Ltd a company incorporated in the British Virgin
Islands which is a 100 per cent owned subsidiary of Bezant;
"Projects" the project's the Company operates comprise the Hope and Gorob Project in
Namibia and the Kanye Manganese Project in Botswana;
"Proposed Acquisition" the proposed acquisition of 90% interest in NLZM from the Vendor;
"Resolution" the resolution to be proposed at the General Meeting, details of which are set
out in the Notice;
"Revenue Royalty Payments"
are the quarterly royalty payments equal to 1.5% of the Gross Revenue payable
to the Vendor under the SPA as set out in paragraph 3 of Part I of this
document;
"Revenue Royalty Period" is the period for which the Revenue Royalty Payments are due to the Vendor
under the SPA as set out in paragraph 3 of Part I of this document;
"Shareholders" the persons who are registered as holders of the Ordinary Shares;
"Share and Asset Purchase Agreement" or "SPA" the share and asset purchase agreement entered into between the Parties dated
13 August 2025 setting out the terms of the Proposed Acquisition, further
details of which are provided at paragraph 3 of Part I of this document;
"Sterling" or "£" the legal currency of the UK;
"Target Company" means NLZM;
"Technical Expert" or "Sound Mining" Sound Mining International Limited, a company incorporated and registered in
South Africa under the company registration number 2002/002265/07 which is an
international, independent consultancy delivering independent solutions to the
mining industry, who have prepared the Technical Report;
"Technical Report" or "Study" the Hope and Gorob Project, Feasibility Study Report Summary prepared by Sound
Mining which consolidates various reports and studies commissioned by Bezant
on the Hope and Gorob Project including the NLZM Plant Technical Report and
the mine implementation plan for the Hope and Gorob Project following the
Proposed Acquisition, extracts of which are contained at Part III of this
document and which is available on the Company's website at
https://www.bezantresources.com/;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"Uncertificated" or "in Uncertificated Form" a share or other security recorded on the relevant register of the relevant
company concerned as being held in uncertificated form in CREST and title to
which, by virtue of the CREST Regulations, may be transferred by means of
CREST;
"US" or "United States" the United States of America, its territories and possessions, any states of
the United States of America and the District of Columbia and all other areas
subject to its jurisdiction;
"US$" the legal currency of the United States;
"VAT" value added tax;
"Vendor" CL US Minerals LLC, a company registered in the state of Delaware in the
United States of America, which owns 1,890 issued shares representing 90% of
the issued capital of NLZM;
"Vendor Warrants" the 350,000,000 warrants to be issued to the Vendor under the SPA as set out
in paragraph 3 of Part I of this document; and
"ZAR" the legal currency of South Africa.
CURRENCY
Unless otherwise indicated, all references in this document to:
- "UK Pounds Sterling", "Pounds Sterling", "pound",
"pence", "GBP", "£" or "p" is to the lawful currency of the United Kingdom;
- "US Dollars", "US$", "USD" or "cents" is to the lawful
currency of the United States;
- "NAD" or "Namibian Dollar" is to the lawful currency of
Namibia; and
- "ZAR" or "South African Rand" are to the lawful currency
of South Africa.
Unless indicated to the contrary the exchange rates used in this document for
the conversion from other currencies into sterling are as follows:
£ 1 = US$1.35
£ 1 = NAD23.75
£ 1 = AUD 2.02
NAD 1 = ZAR 1
US$1 = ZAR 17.59
GLOSSARY OF TECHNICAL TERMS AND MEASUREMENTS
The following table provides an explanation of certain technical terms and
abbreviations used in this document. The terms and their assigned meanings may
not correspond to standard industry meanings or usage of these terms.
Term Explanation
Assay The chemical analysis of ore samples to determine their metal content
Cleaner Floats Secondary flotation stage to purify concentrates
Cut-off grade The lowest grade of mineralised rock that determines as to whether or not it
is economic to recover its gold content by further concentration
Density Measure of the relative "heaviness" of objects with a constant volume, density
= mass/volume
Deposit Any sort of earth material that has accumulated through the action of wind,
water, ice or other agents
Dilution Waste or material below the cut-off grade that contaminates the ore during the
course of mining operations and thereby reduces the average grade mined
Definitive Feasibility Study (DFS) A definitive engineering estimate of all costs, revenues, equipment
requirements and production at a -5% to +10% level of accuracy. The study is
used to define the economic viability of a project and to support the search
for project financing
Drillhole Exploration hole drilled for the purposes of exploring for and evaluating
sub-surface geology, in this instance the presence and distribution of gold
Estimation The quantitative judgement of a variable
Exploration Prospecting, sampling, mapping, drilling and other work involved in the search
for mineralisation
Facies An assemblage of metamorphic rocks which are considered to have formed under
similar conditions of temperature and pressure
Fault A fracture in earth materials, along which the opposite sides have been
displaced parallel to then plane of the movement
Fire Assay The assaying of metallic ores by methods requiring the use of furnace heat
Flotation A process to separate minerals based on their surface properties
Footwall The underlying side of a stope or ore body
Indicated Mineral Resource Is that part of a Mineral Resource for which quantity and grade or quality are
estimated on the basis of adequate geological evidence and sampling. The level
of geological certainty associated with an indicated Mineral Resource is
sufficient to allow a qualified person to apply modifying factors in
sufficient detail to support mine planning and evaluation of the economic
viability of the deposit. Because an indicated Mineral Resource has a lower
level of confidence than the level of confidence of a measured mineral
resource, an indicated Mineral Resource may only be converted to a probable
Mineral Reserve.
Inferred Mineral Resource Is that part of a Mineral Resource for which quantity and grade or quality are
estimated on the basis of limited geological evidence and sampling. The level
of geological uncertainty associated with an inferred Mineral Resource is too
high to apply relevant technical and economic factors likely to influence the
prospects of economic extraction in a manner useful for evaluation of economic
viability. Because an inferred Mineral Resource has the lowest level of
geological confidence of all Mineral Resources, which prevents the application
of the modifying factors in a manner useful for evaluation of economic
viability, an inferred Mineral Resource may not be considered when assessing
the economic viability of a mining project, and may not be converted to a
Mineral Reserve.
Kriging An interpolation method that minimises the estimation error in the
determination of a mineral resource. Kriging is a method of interpolation for
which the interpolated values are modelled by a Gaussian process governed by
prior covariances
Licence, Permit, Lease or other similar entitlement Any form of licence, permit, lease or other entitlement granted by the
relevant Government department in accordance with its mining legislation that
confers on the holder certain rights to explore for and/or extract minerals
that might be contained in the land, or ownership title that may prove
ownership of the minerals
Life-of-Mine (LoM) Number of years in the current mine plan that an operation will extract and
treat ore
Magnetic Separation Technique to separate magnetic minerals from non-magnetic ones
Measured Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are
estimated on the basis of conclusive geological evidence and sampling. The
level of geological certainty associated with a measured Mineral Resource is
sufficient to allow a qualified person to apply modifying factors, in
sufficient detail to support detailed mine planning and final evaluation of
the economic viability of the deposit. Because a measured Mineral Resource has
a higher level of confidence than the level of confidence of either an
indicated Mineral Resource or an inferred Mineral Resource, a measured Mineral
Resource may be converted to a proven Mineral Reserve or to a probable Mineral
Reserve.
Mineable That portion of a mineral resource for which extraction is technically and
economically feasible
Mineral Asset(s) Any right to explore and / or mine which has been granted ("property"), or
entity holding such property or the securities of such an entity, including
but not limited to all corporeal and incorporeal property, mineral rights,
mining titles, mining leases, intellectual property, personal property
(including plant equipment and infrastructure), mining and exploration tenures
and titles or any other right held or acquired in connection with the finding
and removing of minerals and petroleum located in, on or near the Earth's
crust. Mineral Assets can be classified as Dormant Properties, Exploration
Properties, Development Properties, Mining Properties or Defunct Properties
Mineral Resource Is a concentration or occurrence of material of economic interest in or on the
Earth's crust in such form, grade or quality, and quantity that there are
reasonable prospects for economic extraction. A Mineral Resource is a
reasonable estimate of mineralisation, taking into account relevant factors
such as cut-off grade, likely mining dimensions, location or continuity, that,
with the assumed and justifiable technical and economic conditions, is likely
to, in whole or in part, become economically extractable. It is not merely an
inventory of all mineralisation drilled or sampled.
Modifying Factors Are the factors that a qualified person must apply to indicated and measured
Mineral Resources and then evaluate in order to establish the economic
viability of Mineral Reserves. A qualified person must apply and evaluate
modifying factors to convert measured and indicated Mineral Resources to
proven and probable Mineral Reserves. These factors include, but are not
restricted to: Mining; processing; metallurgical; infrastructure; economic;
marketing; legal; environmental compliance; plans, negotiations, or agreements
with local individuals or groups; and governmental factors. The number, type
and specific characteristics of the modifying factors applied will necessarily
be a function of and depend upon the mineral, mine, property, or project.
Ore Sorting Pre-concentration method using sensors to separate ore from waste
Rougher Floats Initial flotation stage to recover minerals
Run-of-Mine (RoM) Means the mineralised, raw unprocessed or uncrushed material obtained after
blasting or excavating
Strike Refers to the orientation of a geologic feature which is a line representing
the intersection of that feature with a horizontal plane. This is represented
as a compass bearing of the strike line
Syncline A fold with strata sloping upward on both sides from a common valley/base
Tailings Material remaining after ore has been processed
Variogram A measure of the average variance between sample locations as a function of
sample separation
Wireframe A 3D surface constructed from vertices with connecting straight lines or
curves
Abbreviation Explanation
° Degree
~ approximate
3D three dimensional
% percentage
µm micrometre
AMS Addison Mining Services Limited
ALS Johannesburg ALS Chemex South Africa (Proprietary) Limited
ALS Okahandja ALS Laboratory Namibia (Proprietary) Limited
ALS Windhoek Analytical Laboratory Services (Proprietary) Limited
Au Gold
Azi Azimuth
BHID Drillhole identification
BMA Bulk Mineralogical Analysis
Capex Capital Expenditure
CBE CrossBoundary Energy Holdings
Covid-19 Coronavirus Disease 2019
Cu Copper
DCF Discounted Cashflow
DFS Definitive Feasibility Study
ECC Environmental Clearance Certificate
ECT Environam Consultants Trading CC
EIA Environmental Impact Assessment
EMP Environmental Management Plan
ENC Minerals ENC Minerals (Proprietary) Limited
EOH End of Hole
EPC Engineering, Procurement and Construction
EPCM Engineering, Procurement and Construction Management
EPL Exclusive Prospecting Licence
ESIA Environmental and Social Impact Assessment
Fe Iron
g gram
GPS Global Positioning System
g/t grams per tonne
ha hectare
HG High Grade
ICP Inductively Coupled Plasma
IRR Internal Rate of Return
kg kilogram
km kilometre
kt Thousands of tonnes
kW kilowatt
LG Low Grade
LoM Life-of-Mine
m metres
m³ cubic meter
M million
m³/day cubic metres per day
m³/hour cubic metres per hour
MetalX MetalX (Proprietary) Limited
Moz Millions of ounces
MR Mining Right
Mt Million tonnes
Multotec Multotec Process Equipment (Proprietary) Limited
NAHS Sodium Hydrosulphide
NLZM Namib Lead and Zinc Mining (Proprietary) Limited
NPV Net Present Value
Opex Operating Expenditure
oz troy ounce (conversion to troy ounces is 31.10348)
PEA Preliminary Economic Assessment
PFS Preliminary Feasibility Study
pH scale used to specify the acidity or basicity of an aqueous solution
PSD particle size distribution
ppm parts per million
QA/QC Quality Assurance and Quality Control
RoM Run-of-Mine
S Sulfur
SGS South Africa SGS South Africa (Proprietary) Limited
SMI Sound Mining International Limited
SMU Selective Mining Unit
SMP Sound Mining Projects (Proprietary) Limited
SMPP Structural, Mechanical, Piping and Platework
SMS Sound Mining Solution (Proprietary) Limited
Sound Mining Sound Mining International Limited
Steinert Steinert GmbH
t metric tonne
TEA Trace Element Analysis Laboratories (Proprietary) Limited
TSF Tailings Storage Facility
t/hour tonnes per hour
t/m(3) tonnes per cubic meter
t/month tonnes per month
TIA Traffic Impact Assessment
tpa tonnes per annum
tph tonnes per hour
USD/oz United States Dollars per ounce
USD/t United States Dollars per tonne
VAT Value Added Tax
Weir Weir Minerals Africa (Proprietary) Limited
XRF X-ray Fluorescence
XRT X-ray Transmission Sensor
ZAR/t South African Rands per tonne
A glossary, abbreviations and units section is also contained within the
Technical Report which is available on the Company's website at
https://www.bezantresources.com/ (https://www.bezantresources.com/) and
extracts from which are contained in Part III of this document.
Appendix 2 - EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025
Publication of this document 19 November
Latest time and date for lodging votes via the Investor Centre and / or CREST 11:00 on 4 December
and / or receipt of Forms of Proxy for the General Meeting
Time and Date for the General Meeting 11:00 on 8 December
Completion of the Proposed Acquisition is subject to the conditions in
paragraph 3 of Part I of this document
Note: All references to times in this timetable are to London times. The times
and dates may be subject to change.
1 (#_ftnref1) The remaining 10% of NLZM is owned by NLZM Minority
Shareholders as defined in this document
2 (#_ftnref2) Note: FX rate at USD1 = ZAR18.6 which is the average rate in
2025 to September 2025 - _source
https://www.ceicdata.com/en/south-africa/foreign-exchange-rates-annual/official-exchange-rate-period-average-local-currency-to-usd
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