REG - Bezant Resources PLC - Final Results and Publication of Annual Report
30/06/2022 18:15
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RNS Number : 9152Q Bezant Resources PLC 30 June 2022
30 June 2022
Bezant Resources Plc
("Bezant" or the "Company")
Final Results for period to 31 December 2021
Bezant Resources plc ("Bezant" or the "Company"), the exploration and resource
development company with projects located in Namibia, Botswana, Cyprus,
Argentina, Philippines and Zambia, reports its audited full year results for
the year ended 31 December 2021.
The Annual Report and Financial Statements for the year ended 31 December 2021
is being sent to shareholders and will shortly be available on the Company's
website https://www.bezantresources.com/ (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 2021, but is derived from those financial statements, approved by the
board of directors. The auditors' report on the 2021 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 2020 contain an 'material uncertainty'
paragraph relating to going concern. The full audited financial statements
for the year ended 31 December 2021 will be delivered to the Registrar of
Companies and filed at Companies House.
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 7 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).
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
Novum Securities Limited (Broker)
Jon Belliss +44 (0) 20 7399 9400
Beaumont Cornish (Nominated Adviser)
Roland Cornish
+44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss
+44 (0) 20 7399 9400
or visit http://www.bezantresources.com (http://www.bezantresources.com)
Chairman's Statement
Dear Shareholder,
We have made good progress during the year under review with all our projects
and the Board is of the opinion that we have a strong portfolio of projects in
the right commodities and the African focus will be good for our ambitions and
shareholders.
During the year under review and currently, the project, which continues to
grow and excite is the Hope and Gorob copper and gold project in Namibia.
When we acquired the project, we had a substantial database that concluded
that the project had good copper and gold grade and could potentially support
a small mining operation for at least 10 years. We have now integrated all
the data and carried out further near-surface drilling and believe that the
project is of significantly more value than previously considered. A number
of conclusions were drawn by past operators, which in fact turned out to be
extremely unreliable. For example, the prognosis that little ore existed
above 150m, has proved to be invalid and our drilling has to date identified
similar grades as experienced below 150m, within 25m of surface. We have
also identified gold in the Gorob section and at this time suspect that a
separate gold horizon may exist, notwithstanding the significant gold
influence of copper grades.
We will be submitting a mining licence as previously indicated and intend to
test the 17km of potential strike to determine just how large a deposit
exists.
The manganese project in Botswana has made satisfactory progress and after
several campaigns, we have identified a suitable target for test drilling.
The intention of the drilling programme will be to test for battery grade
manganese in sufficient quantities to justify a mining development.
The Mankayan project has now been monetised in the form of an arrangement with
a group called IDM International Ltd in Australia whose management team has
operating experience in the Philippines and has good corporate experience of
developing projects. The opportunity exists for development for onward sale
or for a dedicated IPO - all of which will be considered during the second
half of this year. We have retained 27.5 % of our interest in the project
and, I look forward to assisting the new owners with their endeavours going
forward and hope to report a favourable outcome before end of the year.
Argentina's COVID situation in 2021 discouraged prospective investors from
visiting Argentina but now that Foreign Nationals are permitted to visit
Argentina the Company intends to focus on securing a joint venture partner and
or conducting exploration on the Eureka project
In light of technical and regulatory issues related to the Kalengwa project
the Company has with the agreement of its partners agreed to pause work on
this project pending resolution of these issues and accordingly has decided
with effect from 31 December 2021 to make a full provision against its
investment in the Kalengwa project.
Whilst the world's stock markets are extremely volatile some major mining
companies like Glencore are performing extremely well, the converse is the
case for the smaller companies in the resource sector. I believe this
disconnect is an unusual phenomena and is unsustainable. The demand for all
metals have never been so strong and the accompanying forecasts suggest that
the strength will continue through this decade.
The board strongly believe that junior resource companies with good mineable
deposits will be in much demand in the short to midterm and as such we remain
committed to our mission, with Hope and Gorob leading our endeavours.
I would like to thank my fellow directors and management for their endeavours
through the year under review and their ongoing support in the year to date.
We look forward to enhancing the value of our portfolio during the coming year
and beyond, always being responsive to new opportunities that present
themselves or that we can engineer.
Mr Colin Bird
Executive Chairman
30 June 2022
Board of directors
For the year ended 31 December 2021
Mr Colin Bird (Executive Chairman) (Appointed 2 March 2018)
Experience and Expertise
Mr Bird, aged 78, joined the board in March 2018, replacing Mr Ed Nealon as
Chairman, following a review of Bezant's portfolio and a strategic investment
in the Company undertaken in February 2018 by himself as a private individual
and also via Tiger Resource Finance Plc, of which he is Chairman.
Colin is a chartered mining engineer with multi commodity mine management
experience in Africa, Spain, Latin America and the Middle East. He has been
the prime mover in a number of public company listings in the UK, Canada and
South Africa. His most notable achievement was founding Kiwara Resources Plc
and selling its prime asset, a copper property in Northern Zambia, to First
Quantum Minerals for US$260 million in November 2009.
Other current directorships
Includes African Pioneer Plc, Bird Leisure and Admin (Pty) Ltd, Braemore
Resources Ltd, Camel Valley Holdings Inc, Crocus-Serv Resources (Pty) Ltd,
Dullstroom Plats (Pty) Ltd , Enviro Mining Ltd , Enviro Processing Ltd, Enviro
Props Ltd, Galagen (Pty) Ltd, Galileo Resources Plc, Galileo Resources South
Africa (Pty) Ltd, Glenover Phosphate (Pty) Ltd, Holyrood Platinum (Pty) Ltd,
Kendrick Resources Plc, Kabwe Operations Mauritius, Lion Mining Finance Ltd,
Maude Mining & Exploration (Pty) Ltd, Mitte Resources Investment Ltd, New
Age Metals Inc, NewPlats (Tjate) (Pty) Ltd, Newmarket Holdings, Revelo
Resources Corp, Sandown Holdings , Shamrock Holdings Inc.,Tiger Resource
Finance Plc, Tjate Platinum Corporation (Pty) Ltd, Umhlanga Lighthouse Café
CC, Windsor Platinum Investments (Pty) Ltd, Windsor SA Pty Ltd ,Virgo Business
Solutions (Pty) Ltd and Xtract Resources Plc.
Former directorships in the last 5 years
1 Tara Bar and Restaurant CC, Add X Trading 810 CC, Afminco (Pty) Ltd, Dialyn
Café CC, Emanual Mining and Exploration (Pty) Ltd, Europa Metals Ltd, Isigidi
Trading 413 CC, Jubilee Metals Group Plc,,Jubilee Smelting & Refining
(Pty) Ltd, Jubilee Tailings Treatment Company (Pty) Ltd , M.I.T. Ventures
Group, Mokopane Mining & Exploration (Pty) Ltd, NDN Properties CC, Orogen
Gold Plc, Pilanesberg Mining Co (Pty) Ltd, Pioneer Coal (Pty) Ltd, PowerAlt
(Pty) Ltd, SacOil Holdings Ltd and Sovereign Energy Plc, Thos Begbie Holdings
(Pty) Ltd)
Special responsibilities
Executive Chairman of the Board/Remuneration Committee and member of the Audit
Committee.
Interests in shares and options
168,125,655 ordinary shares in the capital of the Company.
5,555,555 warrants with each warrant giving the right to subscribe for a new
ordinary share at a price of one pence per share which expired on 6 September
2020.
31,250,000 warrants expiring on 26 June 2022 which give the right to subscribe
for ordinary shares at a price of 0.16p per share.
15,625,000 warrants expiring on 14 September 2022 which give the right to
subscribe for ordinary shares at a price of 0.16p per share.
30,769,231 warrants expiring on 4 November 2024 which give the right to
subscribe for ordinary shares at a price of 0.25p per share.
The following options over ordinary shares in the Company which all expire 21
June 2028
15,000,000 at an exercise price of 0.5 pence.
12,500,000 at an exercise price of 1 pence.
24,000,000 at an exercise price of 0.425 pence per share.
24,000,000 at an exercise price of 0.564 pence per share.
Dr. Evan Kirby (Non-Executive Director) (Appointed 4 December 2008)
Experience and Expertise
Dr Kirby, aged 71, is a metallurgist with over 40 years' of international
involvement. He worked initially in South Africa for Impala Platinum, Rand
Mines and then Rustenburg Platinum Mines. Then in 1992, he moved to Australia
to work for Minproc Engineers and then Bechtel Corporation. After leaving
Bechtel in 2002, he established his own consulting company to continue with
his ongoing mining project involvement. Evan's personal "hands on" experience
covers the financial, technical, engineering and environmental issues
associated with a wide range of mining and processing projects.
Other current directorships
Technical director of Jubilee Metals Group PLC (Aim listed), Non-executive
director of Europa Metals Ltd (listed on AIM and AltX of the JSE) and Kendrick
Resources Plc (listed on standard market of the London Stock Exchange) , and
Director of private company, Metallurgical Management Services Pty Ltd.
Former directorships in the last 5 years
Balma Resources Pty Ltd, New Energy Minerals Limited (formerly Mustang
Resources Limited and ASX listed), Nyota Minerals Limited (listed on AIM and
ASX), Nyota Minerals (UK) Limited and Kefi Minerals (Ethiopia) Limited
(formerly named Nyota Minerals (Ethiopia) Limited).
Special responsibilities
Chairman of the Audit Committee and member of the Remuneration Committee.
Interests in shares and options
7,479,374 fully paid ordinary shares in Bezant Resources Plc.
The following options over ordinary shares in in the Company which all expire
21 June 2028
5,000,000 at an exercise price of 0.5 pence.
2,500,000 at an exercise price of 1 pence.
10,000,000 at an exercise price of 0.425 pence per share.
10,000,000 at an exercise price of 0.564 pence per share.
Mr Ronnie Siapno (Non-Executive Director) (Appointed 25 October 2007)
Experience and Expertise
Mr Siapno, aged 58 graduated from the Saint Louis University in the
Philippines in 1986 with a Bachelor of Science degree in Mining Engineering
and is a lifetime member of the Philippine Society of Mining Engineers. Since
graduation, he has held various consulting positions such as Mine Planning
Engineer to Benguet Exploration Inc., Mine Production Engineer to Pacific
Chrome International Inc., Exploration Engineer to both Portman Mining
Philippines Inc. and Phoenix Resources Philippines Inc. and Geotechnical
Engineer to Pacific Falkon Philippines Inc.
Other current directorships
President of Crescent Mining and Development Corporation and Director of
Bezant Holdings Inc. Non-Executive President and Director of Cleangrean
Solutions, Inc.
Former directorships in the last 5 years
Former director of Asean Copper Investment Ltd.
Special responsibilities
Remuneration Committee.
Interests in shares and options
1,333,334 fully paid ordinary shares in Bezant Resources Plc.
The following options over ordinary shares in in the Company which all expire
21 June 2028
7,500,000 at an exercise price of 0.5 pence per share.
5,000,000 at an exercise price of 1 pence per share.
5,000,000 at an exercise price of 0.425 pence per share.
5,000,000 at an exercise price of 0.564 pence per share.
Mr Raju Samtani (appointed 26 October 2020)
Experience and Expertise
Mr. Samtani, aged 53, is an Associate Chartered Management Accountant, and is
Finance Director of the AIM-listed Tiger Royalties and Investments Plc. Mr.
Samtani's previous experience includes his position as founder shareholder and
Finance Director of Kiwara Plc which was acquired by First Quantum Minerals
Ltd in January 2010. Earlier in his career he spent three years as Group
Financial Controller at marketing services agency - WTS Group Limited, where
he was appointed by the Virgin Group to oversee their investment in the WTS
Group Ltd.
Other current directorships
Tiger Royalties and Investments Plc
Myning Ventures Ltd
African Pioneer Plc
Former directorships in the last 5 years
None
Special responsibilities
Mr. Samtani is the Company's Finance Director and member of the Audit
Committee.
Board of directors (continued)
For the year ended 31 December 2021
Interests in shares and options
48,611,111 fully paid ordinary shares in Bezant Resources Plc.
37,500,000 warrants expiring on 26 June 2022 which give the right to subscribe
for ordinary shares at a price of 0.16p per share.
The following options over ordinary shares in in the Company which all expire
21 June 2028
20,000,000 at an exercise price of 0.425 pence per share.
20,000,000 at an exercise price of 0.564 pence per share.
Mr Edward Slowey (appointed 26 October 2020)
Experience and Expertise
Mr. Slowey, aged 71, holds a BSc degree in Geology from the National
University of Ireland and is a founder member of The Institute of Geology of
Ireland. Mr. Slowey has more than 40 years' experience in mineral exploration,
mining and project management including working as a mine geologist at
Europe's largest zinc mine in Navan, Ireland and was
exploration manager for Rio Tinto in Ireland for more than a decade, which led
to the discovery of the Cavanacaw gold deposit. Mr. Slowey is an experienced
exploration geologist, having worked in Africa, Europe, America and the FSU
and his experience includes joint venture negotiation, exploration programme
planning and management through to feasibility study implementation for a
variety of commodities. As a professional consultant, Mr. Slowey's work has
included completion of CPR's and 43-101 technical reports for international
stock exchange listings and fundraising, while also undertaking assignments
for the World Bank and European Union bodies. Mr. Slowey has also served as
director of several private and public companies, including the role of CEO
and Technical Director at AIM-listed Orogen Gold Plc which discovered the
Mutsk gold deposit in Armenia.
Other current directorships
Silver Investments Limited
Galileo Resources plc
St Vincent Minerals US Inc
Camel Valley Holdings Inc
Crocus-Serv Resources Pty Ltd
Virgo Business Solutions Pty Ltd
St Vincent Minerals Inc
Fulcrum Metals Ltd
Former directorships in the last 5 years
None
Special responsibilities
Mr. Slowey is the Company's Technical Director with oversight over the
Company's projects.
Interests in shares and options
Mr Slowey does not currently hold any shares, or warrants in the Company.
The following options over ordinary shares in in the Company which all expire
21 June 2028
20,000,000 at an exercise price of 0.425 pence per share.
20,000,000 at an exercise price of 0.564 pence per share.
Strategic report
For the year ended 31 December 2021
Principal activity
The Company is registered in England and Wales, having been first incorporated
on 13 April 1994 under the Companies Act 1985 with registered number 02918391
as a public company limited by shares, in the name of Yieldbid Public Limited
Company. On 19 September 1994, the Company changed its name to Voss Net Plc,
with a second change of name to that of Tanzania Gold Plc on 27 September
2006. On 9 July 2007, the Company adopted its current name of Bezant Resources
Plc.
The Company was listed on AIM, a market operated by the London Stock Exchange,
on 14 August 1995.
The principal activity of the Group is natural resource exploration,
development and beneficiation.
Its FTSE Sector classification is that of Mining and FTSE Sub-sector that of
Gold Mining.
Review of Business and future prospects
The Chairman's statement contains a review of 2021 and refers to the Company's
focus on its copper and gold asset portfolio. During the coming year the
Company intends to focus on its projects in Southern Africa where the Company
has projects in Namibia, Botswana and Zambia, its joint venture in Cyprus, and
completing a joint venture transaction or exploring its Argentina project and
its investment in the Philippines.
Principal risks and uncertainties facing the Company
The principal risks and uncertainties facing the Company are disclosed in the
Directors' report on pages 14 to 22.
Performance of the Company
The Company is an exploration entity whose assets comprise early-stage
projects that are not yet at the production stage. Currently, no revenue is
generated from such projects. The key performance indicators for the Company
are therefore linked to the achievement of project milestones and the increase
in overall enterprise value.
Directors' section 172 statement
The following disclosure describes how the Directors have had regard to the
matters set out in section 172 and forms the Directors' statement required
under section 414CZA of The Companies Act 2006. This new reporting requirement
is made in accordance with the new corporate governance requirements
identified in The Companies (Miscellaneous Reporting) Regulations 2018, which
apply to company reporting on financial years starting on or after 1 January
2019.
The matters set out in section 172(1) (a) to (f) are that a Director must act
in the way they consider, in good faith, would be most likely to promote the
success of the Company for the benefit of its members as a whole, and in doing
so have regard (amongst other matters) to:
a. the likely consequences of any decision in the long term.
b. the interests of the Company's employees.
c. the need to foster the Company's business relationships with suppliers,
customers and others;
d. the impact of the Company's operations on the community and the
environment;
e. the desirability of the Company maintaining a reputation for high
standards of business conduct; and
f. the need to act fairly between members of the Company.
The analysis is divided into two sections, the first to address Stakeholder
engagement, which provides information on stakeholders, issues and methods of
engagement. The second section addresses principal decisions made by the Board
and focuses on how the regard for stakeholders influenced decision-making.
Section 1: Stakeholder mapping and engagement activities within the reporting
period
The Company continuously interacts with a variety of stakeholders important to
its success, such as equity investors, employees, government bodies, local
community and professional service providers. The Company works within the
limitations of what can be disclosed to the various stakeholders with regards
to maintaining confidentiality of market and/or commercially sensitive
information.
Who are the key stakeholder groups Why is it important to engage this group of stakeholders How did Bezant engage with the stakeholder group What resulted from the engagement
Equity investors As an exploration company without a revenue generating project access to The key mechanisms of engagement include The Company engaged with investors on topics of strategy, governance, project
capital is of vital importance to the long-term success of our business to be
updates and performance.
able to continue developing exploration projects and cover corporate • The AGM and Annual and Interim Reports.
overheads.
All substantial shareholders that own more than 3 per cent. of the Company's
• Investor roadshows and presentations.
shares are listed on page 19 of the Directors' Report.
Please see "Relationship with shareholders" section of the Corporate
• Access to the Company's brokers and advisers governance report on page 26.
Through our engagement activities, we strive to obtain investor buy-in into
our strategic objectives. • Regular news and project updates.
Company is an exploration entity whose assets comprise early-stage projects
that are not yet at the production stage. Currently, no revenue is generated The Chairman presented on a number of investor programs but due to Covid-19
from such projects. As such, existing equity investors and potential
restrictions and chaired the 2021 Annual General but was not able in 2021 to
investment partners are important stakeholders. We are seeking to promote an investor base that is interested in a long term conduct roadshows or one on one meetings.
holding in the Company and will support the Company in achieving its strategic
objectives.
Employees The number of and location of future employees will be dependent upon the • The Company maintained an open line of communication between its, The Board met to discuss long term remuneration strategy.
development of its exploration projects which at the date of this report are professional service providers and Board of Directors.
The Company has one part-time employee and at the year-end had five directors situated in Zambia, Namibia, Botswana, Argentina and the Philippines. The
Board reporting has been optimised to include sections on engagement with
4 of whom are resident outside the U.K. with one resident in the U.K. Directors consider workforce issues holistically for the Group as a whole and • The Executive Chairman reported regularly to the Board, including the local communities and prospects for future employment.
the Company's long-term success in developing its exploration projects will be provision of board information.
predicated on the development of a local workforce in the countries of its
Directors trained in aspects of corporate policies and procedures to engender
exploration projects. (see the principal risk and uncertainty starting on page • There is a formalised director induction into the Company's corporate positive corporate culture aligned with the Company code of conduct.
20). governance policies and procedures.
Meetings were held with directors to provide project updates and ongoing
business objectives.
Governmental bodies The Group will only be able to develop its exploration projects once it The Group maintained its good relations with the respective government bodies The Group has given general corporate presentations to senior federal
receives relevant licences and permits from local governments to explore, mine and frequently communicates progress. government officials.
The Group is impacted by national, regional and local governmental and undertake mineral processing.
organisations in the UK where it is incorporated and in countries in which it • The Group engages with the relevant departments of the relevant government
has exploration projects which includes, Botswana, Cyprus, Zambia, Namibia, in order to progress the operational licences it will require
Argentina and the Philippines.
To date, the Group has received its requisite environmental and land use
• The Group engages local in-country experts to advise it on regulatory permits to enable its exploration activities.
matters.
Community The community provides social licence to operate. • The Company identifies key stakeholders within the local community based The Company has systems in place to engage with the local community as part
on work programs within the reporting period. its sustainability initiatives.
The local community at the Company's exploration projects in Botswana, Cyprus, We need to engage with the local community to build trust. Having the
Zambia, Namibia, Argentina and the Philippines and the surrounding area. community's trust will mean it is more likely that any fears the community has • Bezant's modus operandi is to have open dialogue with the local government
can be assuaged and our plans and strategies are more likely to be accepted. and community leaders regarding project development.
Community engagement will inform better decision making.
Stakeholder identification enables the Company to identify representatives of
• The Company has existing CSR policies and management structure at stakeholder groups and community groups to engage with as it develops its
corporate level. The Company will expand on these policies and structures at a projects.
local project level as the Company moves into further exploration activities
The Company will in due course have a social and economic impact on the local and ultimately into construction and then production.
community and surrounding area. The Company is committed to ensuring
sustainable growth minimising adverse impacts. The Company will engage these
stakeholders as appropriate.
Professional service providers Our professional service providers are fundamental to ensuring that the • The Company continues to work closely with professional service providers The use of third-party exploration services for analysis and field operations
Company can complete projects on time and budget. to meet deliverables. as required rather than the Company maintaining its own full time in-house
During the exploration phase, we will be using key professional service
exploration department and conducting its own exploration activities in
providers who provide drilling, geochemical, geological analysis, assaying and Using quality professional service providers ensures that as a business we • One on one meetings and regular project and work assignment updates with multiple countries with an in-house team provides very significant cost
other services under commercial contracts. meet the high standards of performance that we expect of ourselves and those professional service providers. savings to the Company whilst enabling the Company to diversify its project
we work with. and jurisdiction risks.
At a local level, we also partner with a variety smaller companies/providers,
some of whom are independent, or family run businesses.
Section 2: Principal decisions by the board post year end
Principal decisions are defined as both those that have long-term strategic
impact and are material to the Group, but also those that are significant to
key stakeholder groups. In making the following principal decisions, the Board
considered the outcome from its stakeholder engagement, the need to maintain a
reputation for high standards of business conduct and the need to act fairly
between the members of the Company. The Company makes regular announcements of
decisions that strategically impact the Company with decisions during the year
being reported in the Chairman's letter to shareholders (page 4) and
Directors' report on page 14. Decisions post the year end are referred to in
note 25 to the financial statements which is a summary of post balance sheet
events.
On behalf of the Board
Mr Colin Bird
Executive Chairman
30 June 2022
Directors' report
For the year ended 31 December 2021
The Directors present their report together with the audited financial
statements of Bezant Resources Plc (the "Company") and its subsidiary
undertakings (together, the "Group" or "Bezant") for the year ended 31
December 2021.
The principal activity, review of the business and future development
disclosures are contained in the Chairman's Statement on pages 4 to 5 and the
Strategic Report on page 10 to 13.
Results and dividends
The Group's results for the year are set out in the financial statements. The
Directors do not propose recommending any distribution by way of dividend for
the year ended 31 December 2021.
Directors
The following directors have held office during and subsequent to the
reporting year:
Colin Bird
Ronnie Siapno
Evan Kirby
Raju Samtani
Edward Slowey
Directors' interests
The beneficial and non-beneficial interests of the current directors and
related parties in the Company's shares were as follows:
Ordinary shares of 0.002p each Percentage of issued share capital
C. Bird 168,125,655 3.34%
E. Kirby 7,479,374 0.15%
R. Siapno 1,333,334 0.03%
R Samtani 48,611,111 0.96%
E Slowey - -
( )
Options awarded and warrants
On 23 August 2018, 87,500,000 options over ordinary shares of 0.002p each in
the capital of the Company ("Ordinary Shares") were granted pursuant to the
Executive Share Option Scheme approved at the Company's Annual General Meeting
("AGM") held on 22 June 2018 (the "Options"). Of the 87,500,000 Options,
75,000,000 were awarded to directors of the Company as detailed on the next
page:
Options exercisable at 0.5 pence (vested on 23 August 2018) Options exercisable at 1 pence (vested on 31 January 2019)
C. Bird((1)(2)(3)) 15,000,000 12,500,000
L. Read 15,000,000 12,500,000
E. Kirby 5,000,000 2,500,000
R. Siapno 7,500,000 5,000,000
( )
On 9 November 2020, 220,000,000 options over ordinary shares of 0.002p each in
the capital of the Company ("Ordinary Shares") were granted pursuant to the
Executive Share Option Scheme approved at the Company's Annual General Meeting
("AGM") held on 22 June 2018 (the "Options"). Of the 220,000,000 Options,
158,000,000 were awarded to directors of the Company as detailed below:
( )
Options exercisable at 0.425 pence (vested on 9 November 2020) Options exercisable at 0.565 pence (vested on 31 March 2021)
C. Bird((1)(2)(3)) 24,000,000 24,000,000
E. Kirby 10,000,000 10,000,000
R. Siapno 5,000,000 5,000,000
R Samtani((4)) 20,000,000 20,000,000
E Slowey 20,000,000 20,000,000
( )
(1) Colin Bird also has 31,250,000 warrants expiring on 26 June 2022 which
give the right to subscribe for ordinary shares at 0.16p per share which were
issued to him on 26 June 2020 on the same terms as all other participants in
the £350,000 Equity fundraising announced on 19 June 2020
(2) Colin Bird also has 15,625,000 warrants expiring on 14 September 2022
which give the right to subscribe for ordinary shares at a price of 0.16p per
share which were issued to him on 14 September 2020 on the same terms as all
other participants in the £625,000 Equity fundraising announced on 28 August
2020
(3) Colin Bird also has 30,769,231 warrants expiring on 4 November 2024 which
give the right to subscribe for ordinary shares at a price of 0.25p per share
which were issued to him 6 January 2022 in lieu of outstanding fees.
(4) Raju Samtani has 37,500,000 warrants expiring on 26 June 2022 which give
the right to subscribe for ordinary shares at a price of 0.16p per share which
were issued to him on 26 June 2020 prior to his appointment as a director of
the company, on the same terms as all other participants in the £350,000
Equity fundraising announced on 19 June 2020.
Report on directors' remuneration and service contracts
This report has been prepared in accordance with the requirements of Chapter 6
of Part 15 of the Companies Act 2006 and describes how the Board has applied
the principles of good governance relating to Directors' remuneration set out
in the QCA Corporate Governance Code.
Executive remuneration packages are prudently designed to attract, motivate
and retain Directors of the necessary calibre and to reward them for enhancing
value to shareholders. The performance measurement of the Executive Directors
and key members of senior management and the determination of their annual
remuneration packages is undertaken by the Remuneration Committee. The
remuneration of Non-Executive Directors is determined by the Board within
limits set out in the Articles of Association.
Executive Directors are entitled to accept appointments outside the Company
providing the Board's permission is sought.
Aside from the Finance Director whose fees in 2021 were £41,500 the other
Directors are entitled to receive between £12,500 / £19,000 per annum as
Directors' Fees along with relevant Consulting Fees as applicable, with the
aggregate of Salary, Directors' Fees and Consulting Fees detailed in the
Directors' Remuneration Summary Table on the next page and in note 22.
Each Director is also paid all reasonable expenses incurred wholly,
necessarily and exclusively in the proper performance of his duties.
Pensions
The Group does not operate a pension scheme and has not paid any contributions
to any pension scheme for Directors or employees.
Directors' remuneration
Remuneration of the Directors for the years ended 31 December 2021 and 2020
was as follows:
2021
Total Share based payment - share options Total
cash paid year ended
cash and share based
Salary and Consulting Fees
Directors' Fees
£ £ £ £ £
C. Bird 12,500 50,000 62,500 34,961 97,461
E. Kirby 14,226 - 14,226 14,567 28,793
R. Siapno 13,000 - 13,000 7,284 20,284
R. Samtani 41,500 - 41,500 29,135 70,635
E. Slowey 19,000 24,600 43,600 29,135 72,735
Total 100,226 74,600 174,826 115,082 289,908
2020
Total Share based payment - share options Total
cash paid year ended
cash and share based
Salary and Consulting Fees
Directors' Fees
£ £ £ £ £
C. Bird 14,000 49,500 63,500 82,980 146,480
L. Read 6,000 39,000 45,000 - 45,000
E. Kirby 14,821 - 14,821 34,575 49,396
R. Siapno 13,000 - 13,000 17,287 30,287
R. Samtani 8,833 - 8,833 69,150 77,983
E. Slowey 3,500 4,950 8,450 69,150 77,600
Total 60,154 93,450 153,604 273,142 426,746
An amount of £15,000 was paid during 2021 (2020: £15,000) to Lion Mining
Finance Limited, a company controlled by C. Bird, for administration services
and use of an office.
Notes:
1. Mr Bird and Mr Samtani's Directors' fees include NIC and UK payroll
tax.
2. In accordance with the requirements of IFRS 2 Share-based Payments, the
estimated fair value for the share options granted in 2020 (£273,142) was
calculated using a Black and Scholes option pricing model. None of the 2020
share options have been exercised as they are out of the money. In the event
that the share options are not exercised or forfeited before expiry, the
option cost will be credited to the Profit and Loss or if expired will be
added back to retained earnings. Note 18 to the accounts provides information
on Share-based payments.
Environment, Health, Safety and Social Responsibility Policy Statement
The Company adheres to the above Policy, whereby all operations are conducted
in a manner that protects the environment, the health and safety of employees,
third parties and the entire local communities in general.
The Company is currently principally involved in exploration projects, located
within Zambia, Namibia the Philippines and Argentina, Botswana and Cyprus.
The Company is in the process of renewing its Environmental Impact Assessment
approvals in respect of its "Eureka Project" in Argentina.
During the year, current operations were closely managed in order to maintain
our policy aims, with no matters of concern arising. There have been no
convictions in relation to breaches of any applicable legislation recorded
against the Group during the year.
Substantial & Significant Shareholdings
The Company has been notified, in accordance with DTR 5 of the FCA's
Disclosure Guidance and Transparency Rules, or is aware, of the following
interests in its ordinary shares as at 28 June 2022 of those shareholders with
a 3% and above equity holding in the Company based on the Company having
5,039,189,252 ordinary shares in issue on 28 June 2022 ("28 June 2022 Shares
in Issue").
Shareholders per share register Number of Ordinary Percentage of issued share capital
Shares
THE BANK OF NEW YORK (NOMINEES) 462,277,695 9.17%
BARCLAYS DIRECT INVESTING NOMINEES 311,789,048 6.19%
HARGREAVES LANSDOWN (NOMINEES) 180,110,753 3.57%
HARGREAVES LANSDOWN (NOMINEES) 383,820,369 7.62%
HARGREAVES LANSDOWN (NOMINEES) 365,305,939 7.25%
INTERACTIVE INVESTOR SERVICES 352,948,916 7.00%
INTERACTIVE INVESTOR SERVICES 300,261,656 5.96%
JIM NOMINEES LIMITED 430,286,776 8.54%
VIDACOS NOMINEES LIMITED 167,517,161 3.32%
VIDACOS NOMINEES LIMITED 162,262,947 3.22%
On 4 November 2021 Christian Cordier submitted a TR-1 notification to the
Company that he has an indirect interest in 313,906,504 ordinary shares in
relation to the following shareholdings Tonehill Pty Ltd acting for the
("aft") The Tonehill Trust 80,705,492 shares, Coreks Super Pty Ltd aft Coreks
Superannuation Fund 66,163,350 shares and Breamline Pty Ltd aft Breamline
Ministries 167,037,662 shares. Mr Cordier's interest represented 6.455% at the
date of issue of the TR-1 and 6.24% based on the 5,039,189,252 shares in issue
on 28 June 2022.
On 22 November 2021 the Company announced it was notified that Sanderson
Capital Partners Ltd and associates would on 29 November 2021 be interested in
236,469,231 Shares which represents 4.69% based on the 5,039,189,252 shares in
issue on 28 June 2022.
Political and charitable contributions
There were no political or charitable contributions made by the Group during
the year ended 31 December 2021 (2020: nil).
Information to Shareholders - Website
The Company has its own website (www.bezantresources.com
(http://www.bezantresources.com) ) for the purposes of improving information
flow to shareholders, as well as to potential investors.
Statement of Directors' responsibilities
The Directors are responsible for preparing the financial statements in
accordance with applicable laws and UK adopted International Accounting
Standards. Company law requires the Directors to prepare financial statements
for each financial year which give a true and fair view of the state of
affairs of the Group and of the Company and of the profit or loss of the Group
for that year.
In preparing those financial statements, the Directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
- prepare the financial statements on a going concern basis, unless it
is inappropriate to presume that the Group will continue in business.
The Directors confirm that the financial statements comply with the above
requirements.
The Directors are responsible for keeping adequate accounting records which at
any time disclose with reasonable accuracy the financial position of the
Company (and the Group) and enable them to ensure that the financial
statements comply with the Companies Act 2006. The Directors are also
responsible for safeguarding the assets of the Company (and the Group) and for
taking steps for the prevention and detection of fraud and other
irregularities.
In addition, they are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Statement of disclosure to auditor
So far as all the Directors, at the time of approval of their report, are
aware:
- there is no relevant audit information of which the Company's
auditors are unaware, and
- the Directors have taken all steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit information
and to establish that the Company's auditors are aware of that information.
Auditors
UHY Hacker Young LLP have expressed their willingness to continue as the
auditors of the Company, and in accordance with section 489 of the Companies
Act 2006, a resolution to re-appoint them will be proposed at the Company's
forthcoming Annual General Meeting.
Principal risks and uncertainties
The Group has identified the following risks to the ongoing success of the
business and has taken various steps to mitigate these, the details of which
in relation to its Continuing Operations are as follows:
Risk of development, construction, mining operations and uninsured risks
The Group's ability to meet any production, timing and cost estimates for its
properties cannot be assured. Furthermore, the business of mining is subject
to a variety of risks such as actual production and costs varying from
estimated future production, cash costs and capital costs; revisions to mine
plans; risks and hazards associated with mining; natural phenomena; unexpected
labour shortages or strikes; delays in permitting and licensing processes; and
the timely completion of expansion projects, including land acquisitions
required for the expansion of operations from time to time. Geological grade
and product value estimations are based on independent resource calculations,
studies and historical sales records.
Geological risk factors and adverse market conditions could cause actual
results to materially deviate from estimated future production and revenue.
Failure to achieve production or cost estimates or material increases in costs
could have an adverse impact on the future business, cash flows,
profitability, results of operations and financial condition. While steps,
such as production and mining planning are in place to limit these risks,
occurrences of such incidents do exist and should be noted.
Currency risk
The Group reports its financial results and maintains its accounts in Pounds
Sterling, the currency in which the Group primarily operates. The Group's
operations in Namibia, Botswana, Zambia, Cyprus and Argentina make it subject
to further foreign currency fluctuations and such fluctuations may materially
affect the Group's financial position and results (see note 16). The Group
does not have any currency hedges in place and is exposed to foreign currency
movements.
Copper-gold price volatility
The profitability going forward of the Group's operations is significantly
affected by changes in realisable copper-gold prices. The price of copper-gold
can fluctuate widely and is affected by numerous factors beyond the Group's
control, including demand, inflation and expectations with respect to the rate
of inflation, the strength of the Pound Sterling and of other currencies,
interest rates, global or regional political or financial events, and
production and cost levels. The Group does not have any commodity price hedges
in place as it is not mining and does not produce any copper and its
investment in exploration projects are exposed to fluctuations in the prices
of underlying commodities.
Economic, political, judicial, administrative, taxation or other regulatory
factors
The Group's assets are located in Botswana, Cyprus, Zambia, Namibia, the
Philippines and Argentina and mineral exploration and mining activities may be
affected to varying degrees by political stability and government regulations
relating to the mining industry
The Group is exposed to sovereignty risks relating to potential changes of
local Governments and possible subsequent changes in jurisdiction concerning
the maintenance or renewal of licences and the equity position permitted to be
held in the Company's subsidiaries. Which the group seeks to mitigate by
working with local advisors and / or partners familiar with the local
regulatory environment.
Loss of critical processes
The Group's future mining, processing, development and exploration activities
depend on the continuous availability of the Group's operational
infrastructure, in addition to reliable utilities and water supplies and
access to roads. Any failure or unavailability of operational
infrastructure, for example, through equipment failure or disruption, could
adversely affect future production output and/or impact exploration and
development activities. The group would seek to mitigate this risk by ensuring
that access to operational infrastructure is included in any pre mining
feasibility studies.
Competition
The Group competes with numerous other companies and individuals, in the
search for and acquisition of exploration and development rights on attractive
mineral properties and also in relation to the future marketing and sale of
precious metals. There is no assurance that the Group will continue to be able
to compete successfully with its competitors in acquiring exploration and
development rights on such properties and also in relation to the future
marketing and sale of precious metals.
Future funding requirements
As referred to in note 1.1 of these financial statements, the Group made a
loss from all operations for the year ended 31 December 2021 after tax of
£1,058,000 (2020: £1,026,000), had negative cash flows from operations and
is currently not generating revenues. Cash and cash equivalents were £728,000
as at 31 December 2021. An operating loss is expected in the year subsequent
to the date of these accounts and even though further funding was raised
during the year, 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.
Dependence on key personnel
The success of the Group is, and will continue to be, to a significant extent,
dependent on retaining the services of the directors and senior management and
the loss of one or more could have a materially adverse effect on the Group. A
Group-wide share incentive scheme has been implemented.
COVID-19 pandemic
The COVID-19 pandemic announced by the World Health Organisation in 2020
initially had a markedly negative impact on global stock markets although many
sectors and stock market losses have been recovered there is increased
volatility as stock markets react to ongoing news in relation to the
short-term and long-term impact of COVID-19 and the financially implications
of the economic stimulus packages adopted by most governments to protect and /
or support their economies this has also, affected currencies and general
business activity and supply chains
Notwithstanding this the Company was able to complete and announce in 2020 a
fundraising of £1,200,000 and secure a £1,000,000 funding facility. The
Company developed a work at home policy and adopted local procedures for
exploration activities to address the health and wellbeing of its directors,
consultants and contractors, and their families, from COVID-19. Whilst in many
countries, including the United Kingdom with universal vaccination programmes,
COVID-19 appears to be under control the timing and extent of the impact and
recovery from COVID-19 in other countries is still not certain as many
countries particularly in the developing world have yet to fully implement
successful vaccination programs accordingly COVID-19 remains an issue that
requires ongoing monitoring in 2022 and likely at least into 2023 but possibly
longer.
Impact Of Ukraine Conflict
The Directors are aware of the Ukraine conflict and related sanctions but
there is no impact on the Company as it has no assets or business activities
or suppliers with links in Ukraine or Russia and is not aware of any persons
sanctioned in relation to the Ukraine conflict owning shares in the Company.
Relations with Shareholders
The Company will hold an Annual General Meeting on or around Friday, 29 July
2022 and the wording of each resolution to be tabled will be set out in a
formal Notice of Annual General Meeting to be sent to shareholders.
Shareholders who are unable to attend the Annual General Meeting and who wish
to appoint a proxy in their place must ensure that their proxy is appointed in
accordance with the provisions set out in the Notice of Annual General
Meeting.
On behalf of the Board
Mr Colin Bird
Executive Chairman
30 June 2022
Corporate governance
For the year ended 31 December 2021
As an AIM-quoted company, Bezant Resources PLC ("Bezant" or the "Company") and
its subsidiaries are required to apply a recognised corporate governance code
and demonstrate how the Group complies with such corporate governance code and
where it departs from it.
The Directors of the Company have formally taken the decision to apply the QCA
Corporate Governance Code (the "QCA Code"). The Board recognises the
principles of the QCA Code, which focus on the creation of medium to long-term
value for shareholders without stifling the entrepreneurial spirit in which
small to medium sized companies, such as Bezant, have been created. The
Company is committed to providing annual updates on its compliance with the
QCA Code further details of which are set out below.
The Board
The Board comprises (for the time being) five Directors of which three are
executive and two are non-executives, reflecting a blend of different
experience and backgrounds. The Board considers Dr. Evan Kirby and Ronnie
Siapno to be independent non-executives in terms of the QCA guidelines. The
Company's Executive Director is Colin Bird who is also Chairman of the Board.
Given the stage of the Company's early-stage exploration mining projects and
the experience of the Chair Mr. Bird in managing such international
exploration mining projects and his familiarity with the Company's projects
the Company believes that it is appropriate for the roles of Chairman and
Chief Executive Officer to be combined at this stage. The Company will keep
this under review as the Company's projects develop with a view to splitting
the roles when it is clear which projects will become the principal activities
of the Company and can justify the need for and benefit from a separate CEO.
The Company will therefore consider making further appropriate appointments to
the Board as an when considered appropriate.
The Board is responsible for determining policy and business strategy, setting
financial and other performance objectives and monitoring achievement. It
meets throughout the year and all major decisions are taken by the full Board.
The Chairman takes responsibility for the conduct of the Company and Board
meetings and ensures that directors are properly briefed to enable full and
constructive discussions to take place. The Group's day-to-day operations are
managed by the Executive Director Colin Bird as assisted by the Group Company
Secretary in respect of corporate matters generally, compliance and company
administration. All Directors have access to the Company's Solicitors, along
with the Group Company Secretary and any Director needing independent
professional advice in the furtherance of his/her duties may obtain this
advice at the expense of the Group. However, no formal procedure has been
agreed with the Board regarding the circumstances in which individual
directors may take independent professional advice.
The Board is satisfied that it has a suitable balance between independence on
the one hand, and knowledge of the Company on the other, to enable it to
discharge its duties and responsibilities effectively, and that all Directors
have adequate time to fulfil their roles.
Details of the current Directors, biographical details are set out on pages 6
to 9 and their roles and background are set out on the Company's website at
www.bezantresources.com (http://www.bezantresources.com)
The role of the Chairman is to provide leadership of the Board and ensure its
effectiveness on all aspects of its remit to maintain control of the Group. In
addition, the Chairman is responsible for the implementation and practice of
sound corporate governance.
Under the Company's Articles of Association, the appointment of all new
Directors must be approved by shareholders in a general meeting. In
addition, one third of Directors are required to retire and to submit
themselves for re-election at each Annual General Meeting.
Application of the QCA Code
In the spirit of the QCA Code, it is the Board's task to ensure that the Group
is managed for the long-term benefit of all shareholders and other
stakeholders with effective and efficient decision-making. Corporate
governance is an important part of that task, reducing risk and adding value
to the Group. The Board will continue to monitor the governance framework of
the Group as it grows.
Bezant is an exploration entity whose assets comprise early-stage projects
that are not yet at the production stage. It currently has interests in four
copper-gold projects, in Namibia, Cyprus, Argentina and the Philippines a
copper-silver project in Zambia and a manganese project in Botswana.
Currently, no revenue is generated from such projects. The Company seeks to
promote long-term value creation for its shareholders by leveraging the
technical knowledge and experience of its directors and senior management to
develop and realise value from its projects. The key performance indicators
for the Company are therefore linked to the achievement of project milestones
and the increase in overall enterprise value which could be through a
combination of the development of these projects by the Company or with joint
venture or other partners and / or the sale of the projects.
All operations are conducted in a manner that protects the environment and the
health and safety of employees, third parties and local communities in
general. Bezant believes that a successful project is best achieved through
maintaining close working relationships with local communities, such social
ideology being at the forefront of all of Bezant's exploration initiatives via
establishing and maintaining co-operative relationships with local
communities, hiring local personnel and using local contractors and suppliers.
Where issues are raised, the Board takes the matters seriously and, where
appropriate, steps are taken to ensure that findings are integrated into the
Company's strategy.
Careful attention is given to ensure that all exploration activity is
performed in an environmentally responsible manner and abides by all relevant
mining and environmental acts. Bezant takes a conscientious role in all of its
operations and is aware of its social responsibility and its environmental
duty.
Both the engagement with local communities and the performance of all
activities in an environmentally and socially responsible way are closely
monitored by the Board which ensures that ethical values and behaviours are
recognised.
Corporate Governance Committees
The Board has established two committees comprising Non-Executive Directors
and Executive Directors.
The composition of the committees is as follows:
Audit Remuneration
Dr. Evan Kirby (Chairman) Colin Bird (Chairman)
Raju Samtani Dr. Evan Kirby
Colin Bird Ronnie Siapno
The Audit Committee
The audit committee receives reports from management and the external auditors
relating to the interim report and the annual report and financial statements,
reviews reporting requirements and ensures that the maintenance of accounting
systems and controls is effective.
The audit committee has unrestricted access to the Company's auditors. The
audit committee also monitors the controls which are in force and any
perceived gaps in the control environment.
The Board believes that the current size of the Group does not justify the
establishment of an independent internal audit department.
The Audit Committee meets twice during the year to review the published
financial information, the effectiveness of external audit and internal
financial controls including the specific matters set out below.
Significant issues considered by the Audit Committee during the year have been
the Principal Risks and Uncertainties and their effect on the financial
statements. The Audit Committee tracked the Principal Risks and Uncertainties
through the year and kept in contact with the Group's Management, External
Service Providers and Advisers. The Audit Committee is satisfied that there
has been appropriate focus and challenge on the high-risk areas.
UHY Hacker Young LLP, the current external auditors, have been in office since
2007 which was the last time a tender for the audit took place. The external
auditors present their annual audit findings to the audit committee.
Remuneration Committee
The Remuneration Committee determines the scale and structure of the
remuneration of the executive Directors and approves the granting of options
to Directors and senior employees and the performance related conditions
thereof. The Remuneration Committee also recommends to the Board a framework
for rewarding senior management, including Executive Directors, bearing in
mind the need to attract and retain individuals of the highest calibre and
with the appropriate experience to make a significant contribution to the
Group and ensures that the elements of the remuneration package are
competitive and help in underpinning the performance-driven culture of the
Group.
The Company does not currently have a separate Nominations Committee, with the
entire Board involved in the identification and approval of Board members
which the Board considers to be appropriate given the Company's size and
nature, but it will continue to monitor the situation as it grows.
Internal control
The Board is responsible for establishing and maintaining the Group's system
of internal control. Internal control systems manage rather than eliminate
the risks to which the Group
is exposed and such systems, by their nature, can provide reasonable but not
absolute assurance against misstatement or loss. There is a continuous process
for identifying, evaluating and managing the significant risks faced by the
Group. The key procedures which the Directors have established with a view to
providing effective internal control, are as follows:
¨ Identification and control of business risks
The Board identifies the major business risks faced by the Group and
determines the appropriate course of action to manage those risks.
¨ Budgets and business plans
Each year the Board approves the business plan and annual budget. Performance
is monitored and relevant action taken throughout the year through the regular
reporting to the Board of changes to the business forecasts.
¨ Investment appraisal
Capital expenditure is controlled by budgetary process and authorisation
levels. For expenditure beyond specified levels, detailed written proposals
have to be submitted to the Board. Appropriate due diligence work is carried
out if a business or asset is to be acquired.
¨ Annual review and assessment
In 2018, the Board conducted a detailed review and assessment of the
effectiveness of the Group's strategy, a process that is maintained on an
ongoing basis.
Relations with shareholders
The Board attaches considerable importance to the maintenance of good
relationships with shareholders. Presentations by the Directors to
institutional shareholders and City analysts was significantly reduced in 2020
and 2021 due to COVID-19 restrictions but the Company participated in various
investor focussed podcasts and as COVID-19 restrictions have been lifted the
Company will with the Company's advisers look at ways in which the Company can
engage with shareholders. The Company is also looking forward to its 2022 AGM
being one at which shareholders are able to attend.
Departures from the QCA Code:
In accordance with the requirements of the AIM Rules for Companies, Bezant
departs from the QCA Code in the following ways:
Principle 7 - "Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement."
Bezant's board is extremely focussed on implementing the Company's strategy.
Given the size and nature of Bezant, the Board does not consider it
appropriate to have a formal performance evaluation procedure in place, as
described and recommended in Principle 7 of the QCA Code. The Board will
closely monitor the situation as the Group grows.
No Nominations Committee
The QCA Code states that there should be a nomination committee to deal with
the appointment of both executive and non-executive Directors except in
circumstances where the Board is small. The Directors consider the size of the
current Board to be small and have not therefore established a separate
nomination committee. The appointment of executive and non-executive Directors
is currently a matter for the Board as a whole. This position will be reviewed
should the number of directors increase.
Chair is also Chief Executive officer
The QCA Code states that the role of Chair and chief Executive Officer should
be separate. Given the stage of the Company's early-stage exploration mining
projects and the experience of the Chair Mr. Bird in managing such
international exploration mining projects and his familiarity with the
Company's projects the Company believes that it is appropriate for the roles
of Chairman and Chief Executive Officer to be combined at this stage. The
Company will keep this under review as the Company's projects develop with a
view to splitting the roles when it is clear which projects will become the
principal activities of the Company and can justify the need for and benefit
from a separate CEO. The Company will therefore consider making further
appropriate appointments to the Board as an when considered appropriate.
Going concern
The Group made a loss from all operations for the year ended 31 December 2021
after tax of £948,000 (2020: £1,026,000), had negative cash flows from
operations and is currently not generating revenues. Cash and cash equivalents
were £728,000 as at 31 December 2021. An operating loss is expected in the
year subsequent to the date of these accounts and as a result 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.
The COVID-19 pandemic announced by the World Health Organisation in 2020
initially had a markedly negative impact on global stock markets although many
sectors and stock market losses have been recovered there is increased
volatility as stock markets react to ongoing news in relation to the
short-term and long-term impact of COVID-19 and the financially implications
of the economic stimulus packages adopted by most governments to protect and /
or support their economies this has also, affected currencies and general
business activity and supply chains
Notwithstanding this the Company was able to complete and announce in 2020 a
fundraising of £1,200,000 and secure a £1,000,000 funding facility. The
Company developed a work at home policy and adopted local procedures for
exploration activities to address the health and wellbeing of its directors,
consultants and contractors, and their families, from COVID-19. Whilst in many
countries, including the United Kingdom with universal vaccination programmes,
COVID-19 appears to be under control the timing and extent of the impact and
recovery from COVID-19 in other countries is still not certain as many
countries particularly in the developing world have yet to fully implement
successful vaccination programs accordingly COVID-19 remains an issue that
requires ongoing monitoring in 2022 and likely at least into 2023 but possibly
longer.
Based on the Board's assessment that the Company will be able to raise
additional funds, 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.
Dr. Evan Kirby
Non-Executive Director
30 June 2022
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC
FOR THE YEAR ENDED 31 DECEMBER 2021
Opinion
We have audited the financial statements of Bezant Resources Plc (the
'Company') and its subsidiaries (the 'Group') for the year ended 31 December
2021 which comprise the Consolidated Statement of Profit and Loss, the
Consolidated Statement of Other Comprehensive Income, the Consolidated and
Company Statements of Changes in Equity, the Consolidated and Company Balance
Sheets, the Consolidated and Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in the preparation of the group's
and company's financial statements is applicable law and UK adopted
International Accounting Standards
In our opinion:
· the financial statements give a true and fair view of the state of
the Group's and of the Company's affairs as at 31 December 2021 and of the
Group's loss for the year then ended;
· the financial statements have been properly prepared in accordance
with UK adopted International Accounting Standards; and
· the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to the Going Concern section of the Accounting Policies of
the Group financial statements concerning the Group's and Company's ability to
continue as a going concern. The Group incurred an operating loss of £948k
during the year ended 31 December 2021 and is still incurring losses. As
discussed in note 1.1, the Company will need to raise further funds in order
to meet its budgeted operating costs for the foreseeable future. These
conditions, along with other matters discussed in note 1.1 indicate the
existence of a material uncertainty which may cast significant doubt about the
Group's and Company's ability to continue as a going concern. The financial
statements do not include the adjustments (such as impairment of assets) that
would result if the Group and Company were unable to continue as a going
concern. These conditions, along with other matters discussed in the Principal
Accounting Policies indicate the existence of a material uncertainty which may
cast significant doubt about the Group's and Company's ability to continue as
a going concern.
Our opinion is not modified in respect of this matter.
The risk
The group currently does not generate any revenue, therefore in order to
provide sufficient working capital to fund the group commitments as they fall
due over the next 12 months the group is reliant on further fund raisings in
order to fund its ongoing activities.
We understand it is the group's intention to fund future exploration
programmes by a combination of farm in and/or further fundraising which the
group will need to complete in the next 12 months. Accordingly the Group will
require additional funding and/or a working capital reduction within twelve
months from the date when the financial statements are authorised for issue.
Given the above factors, we consider going concern to be a significant audit
risk area.
The directors' conclusion of the risks and circumstances described in the
Going Concern section of the Principal Accounting Policies of the Group
financial statements represent a material uncertainty over the ability of the
Group and Company to continue as a going concern for a period of at least a
year from the date of approval of the financial statements. However, clear
and full disclosure of the facts and the directors' rationale for the use of
the going concern basis of preparation, including that there is a related
material uncertainty, is a key financial statement disclosure and so was the
focus of our audit in this area. Auditing standards require that to be
reported as a key audit matter.
How our audit addressed the key audit matter
Our audit procedures included:
· Assessing the transparency and the completeness and accuracy of the
matters covered in the going concern disclosure by evaluating management's
cash flow projections for the next 12 months and the underlying assumptions.
· We obtained cash flow forecasts, reviewed the methodology behind
these, ensured arithmetically correct and challenged the assumptions.
· We performed a sensitivity analysis for an increase in costs to
consider the impact of inflation and other unforeseen additional costs
incurring.
· We discussed plans for the Group going forward with management,
ensuring these had been incorporated into the budgeting and would not have an
impact on the going concern status of the Group.
Key observations:
It is clear the group will need to raise funds in order to fund any further
exploration costs. The Group has been able to raise funds in the past, however
there is no guarantee that adequate funds will be available when needed in the
future
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgements, for example in
respect of impairment reviews on exploration assets that involved making
assumptions and considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account an understanding of the structure of the Company and the Group, their
activities, the accounting processes and controls, and the industry in which
they operate. Our planned audit testing was directed accordingly and was
focused on areas where we assessed there to be the highest risk of material
misstatement.
Our Group audit scope includes all of the group companies. At the Company
level, we also tested the consolidation procedures. During the audit we
reassessed and re-evaluated audit risks and tailored our approach accordingly.
The audit testing included substantive testing on significant transactions,
balances and disclosures, the extent of which was based on various factors
such as our overall assessment of the control environment, the effectiveness
of controls and the management of specific risk.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant findings
that we identified during the course of the audit.
Other Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. This is not a complete list of
all risks identified during our audit.
Key audit matter How the matter was addressed during the audit
Impairment of exploration and evaluation assets in the Group Our audit work included, but was not restricted to:
The Group has capitalised costs in respect of the Group's licence interests in · Obtaining each of the licences along with supporting information
accordance with IFRS 6 'Exploration for and Evaluation of Mineral Resources' available for each exploration project to assess whether the licenses remain
(IFRS 6). The Directors need to assess the exploration assets for indicators in good standing.
of impairment and where they exist to undertake a full review to assess the
need for impairment charge. This involves significant judgements and · We discussed each of the licence areas with the directors and
assumptions. considered their assessment in conjunction with the available information for
each exploration project and reviewed available information to assess whether
the licenses remain in good standing.
We therefore identified the impairment of exploration and evaluation assets as · We reviewed the future plans of the projects in respect of funding,
a key audit matter, which was one of the most significant assessed risks of viability and development to assess whether there were any indicators of
material misstatement. impairment.
Key observations
We obtained evidence that the licenses remain valid and are in good
standing. Where licenses had expired and not been renewed in Botswana, these
related to areas which were not ascribed any value on acquisition.
Whilst the limited spending on the Eureka Project was identified as an
indicator of impairment, based on a review of the expiry dates of the
licences, potential future funding and the intention to continue the
exploration and evaluation of this asset, the directors' assessment that no
impairment was required was considered to be appropriate.
Management have impaired the Kalengwa Project exploration assets following the
decision to pause work on the project pending resolution to technical and
regulatory issues in Zambia.
The acquisition of the interests in the Kanye Manganese project in Botswana
and the Troulli, Kokkinapetra and Angleside projects in Cyprus have taken
place during the year and no indicators of impairment were identified in
respect of the projects.
Impairment of investments and loans due from subsidiary companies in the Our audit work included, but was not restricted to:
Parent Company
· Reviewing the investments balances for indicators of impairment in
Under International Accounting Standard 36 'Impairment of Assets', companies accordance with IAS 36;
are required to assess whether there is any indication that an asset may be
impaired at each reporting date. · 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;
Management assessment involves significant judgements and assumptions such as · Assessing management's evaluation of the recoverable amounts of
the timing and extent and probability of future cash flow. intergroup loans including review the impairment provisions and net asset
values of components that have intercompany debt;
· Checking that intergroup loans have been reconciled and confirming
The Company has investments of £6.07m (2020: £4.52m). In conjunction with that there are no material differences.
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.
Key observations
We therefore identified the impairment of loans due from subsidiary companies The investment balance correlates with the Mankayan Project, Eureka Project,
as a key audit matter in the Company financial statements, which was one of Hope Copper Gold Project, Kalengwa Project and Kanye Manganese Project, held
the most significant assessed risks of material misstatement. by subsidiaries and the joint arrangement in Cyprus. Our impairment review
was therefore linked to our assessment of indicators of impairment on the
corresponding exploration assets.
Management have impaired the KPZ International Ltd investment investment and
loan balance in full and following the decision to pause work on the Kalengwa
project pending resolution to technical and regulatory issues in Zambia.
No further impairments were considered necessary.
Accounting and valuation in relation to the acquisition of 100% of Metrock Our audit work included, but was not restricted to:
Resources Ltd (and its interests in the Kanye Manganese Project in Botswana)
· Obtaining and reviewing the agreement supporting the acquisition and
There is a risk that the accounting treatment for the acquisitions or the agreeing the investment percentage and consideration associated with the
disclosure of the investment or valuation could be misstated. investments.
· Agreeing the fair value of the consideration issued for the
investments made.
· Reviewing management's assessment of the valuation of the investments
at the year end.
· Ensuring that the investments have been appropriately accounted for
in accordance with IFRS 3 Business Combinations.
Key observations
The fair value of the consideration paid exceeds the fair value of the net
assets acquired on the acquisition and the difference has been recognised as
an intangible asset, being Exploration and Evaluation assets.
We consider the accounting for the acquisition to have been carried out
appropriately.
Accounting and valuation in relation to the 50% joint venture agreement and Our audit work included, but was not restricted to:
option agreement with Caerus Mineral Resources
· Obtaining and reviewing the agreements supporting the investment and
There is a risk that the accounting treatment for the acquisitions or the agreeing the investment percentage and costs associated with the investments.
disclosure of the investment or valuation could be misstated.
· Reviewing management's assessment of the valuation of the investments
at the year end.
· Ensuring that the investments have been appropriately accounted for
in accordance with IFRS 11 Joint Arrangements.
Key observations
This arrangement has currently been treated as a joint arrangement based on
the contractual arrangement gives both parties joint control of the
exploration activities.
We consider the accounting for the acquisition to have been carried out
appropriately.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and
application of materiality. We apply the concept of materiality both in
planning and performing our audit, and in evaluating the effect of
misstatements on our audit and on the financial statements.
We define financial statement materiality as the magnitude by which
misstatements, including omissions, could reasonably be expected to influence
the economic decisions taken on the basis of the financial statements by
reasonable users.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Materiality Measure Group Parent
Overall materiality £170,000 (2020: £141,000) £170,000 (2020: £112,000)
We determined materiality for the financial statements as a whole to be:
How we determine it Based on the main key indicator, being 2% of the net assets of the Group 2% of net assets of the Parent Company exceeded the Group materiality amount
therefore this was capped at Group materiality.
Rationale for benchmarks applied We believe the net assets are 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 £127,500
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 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.
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditors' report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and Company and
its environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches not
visited by us; or
· the Company financial statements are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, set
out on page 19, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group's and the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or Company or to cease operations, or have no realistic
alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Based on our understanding of the Group and the industry in which it operates,
we identified that the principal risks of non-compliance with laws and
regulations related to exploration laws and regulations in the countries the
Group operates and company law and we considered the extent to which
non-compliance might have a material effect on the financial statements. We
also considered those laws and regulations that have a direct impact on the
preparation of the financial statements such as the Companies Act 2006. We
evaluated management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of
controls), and determined that the principal risks were related to
overstatement of assets.
Audit procedures performed included: review of the financial statement
disclosures to underlying supporting documentation, review of legal and
professional expenditure, enquiries of management, and testing of journals and
evaluating whether there was evidence of bias by the Directors that
represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we
would become aware of it. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with part 3 of Chapter 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Daniel Hutson
(Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young
4 Thomas More Square
London E1W 1YW
30 June 2022
Consolidated Statement of Profit and Loss
For the year ended 31 December 2021
Notes Year ended 31 December 2021 Year ended 31 December 2020
£'000 £'000
CONTINUING OPERATIONS
Group revenue - -
Cost of sales - -
Gross profit/(loss) - -
Operating expenses 3 (788) (658)
Share based payments 3 (160) (380)
4 (948) (1,038)
Operating loss
Other income - 12
Impairment of assets 5 (110) -
Loss before taxation (1,058) (1,026)
6 - -
Taxation
Loss for the financial year from continuing operations (1,058) (1,026)
Loss for the financial year (1,058) (1,026)
Attributable to: (1,058) (977)
Owners of the Company
- Continuing operations (1,058) (977)
- Discontinued operations - -
Non-controlling interest - (49)
(1,058) (1,026)
Loss per share (pence)
Basic loss per share from continuing operations 7 (0.02) (0.05)
Diluted loss per share from continuing operations 7 (0.02) (0.05)
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December 2021
Year ended 31 December 2021 Year ended 31 December 2020
£'000 £'000
Other comprehensive income:
Loss for the financial year (1,058) (1,026)
Items that may be reclassified to profit or loss:
Foreign currency reserve movement (40) (1)
(1,098) (1,027)
Total comprehensive loss for the financial year
Attributable to: (1,098) (978)
Owners of the Company
Non-controlling interest - (49)
(1,098) (1,027)
Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
Share Capital Share Premium Other Reserves(1) Retained Losses Non Total
£'000 £'000 £'000 £'000 Controlling interest Equity
£'000 £'000
Year ended 31 December 2021
Balance at 1 January 2021 2,049 39,125 1,523 (35,674) (12) 7,011
Current year loss - - - (1,058) - (1,058)
Foreign currency reserve - - (40) - - (40)
Total comprehensive loss for the year - - (40) (1,058) - (1,098)
Proceeds from shares issued 18 1,182 - - - 1,200
Share issue costs - (144) - - - (144)
Shares issued - Acquisitions 6 44 711 - - 761
Shares issued - Acquisitions (2020)(2) - (1,120) 1,120 - - -
Shares issued - Legal fees 1 71 - - - 72
Warrants issued to shareholders - - 300 (270) - 30
Warrants exercised 2 145 (50) 50 - 147
Share options granted - - 217 - - 217
Balance at 31 December 2021 2,076 39,301 3,781 (36,952) (12) 8,196
Share Capital Share Premium Other Reserves(1) Retained Losses Non Total
£'000 £'000 £'000 £'000 Controlling interest Equity
£'000 £'000
Year ended 31 December 2020
Balance at 1 January 2020 2,003 36,429 840 (34,489) - 4,783
Current year loss - - - (977) (49) (1,026)
Foreign currency reserve - - (1) - - (1)
Total comprehensive loss for the year - - (1) (977) (49) (1,027)
Proceeds from shares issued 24 951 - - - 975
Share issue costs - (105) - - - (105)
Shares issued - Acquisitions 12 1,120 - - - 1,132
Warrants issued to shareholders - - 486 (451) - 35
Warrants exercised 10 730 (243) 243 - 740
Share options granted - - 441 - - 441
Non-controlling interests on acquisition of subsidiary - - - - 37 37
Balance at 31 December 2020 2,049 39,125 1,523 (35,674) (12) 7,011
(1) Other reserves is made up of the share-based payment and foreign exchange
reserve.
(2) Share premium on acquisitions during the year to 31 December 2020 have
been reclassified to merger reserves during the year.
Company Statement of Changes in Equity
For the year ended 31 December 2021
Share Capital Share Premium Other Reserves(1) Retained Losses Total
£'000 £'000 £'000 £'000 Equity
£'000
Year ended 31 December 2021
Balance at 1 January 2021 2,049 39,125 1,000 (33,818) 8,356
Current year loss - - - (1,211) (1,211)
Total comprehensive loss for the year - - - (1,211) (1,211)
Proceeds from shares issued 18 1,182 - - 1,200
Share issue costs - (144) - - (144)
Shares issued - Acquisitions 6 44 711 - 761
Shares issued - Acquisitions (2020)(2) - (1,120) 1,120 - -
Share Issued - Legal fees 1 71 - - 72
Warrants issued to shareholders - - 300 (270) 30
Warrants exercised 2 145 (50) 50 147
Share options granted - - 217 - 217
Balance at 31 December 2021 2,076 39,303 3,298 (35,249) 9,428
Share Capital Share Premium Other Reserves(1) Retained Losses Total
£'000 £'000 £'000 £'000 Equity
£'000
Year ended 31 December 2020
Balance at 1 January 2020 2,003 36,429 316 (32,732) 6,016
Current year loss - - - (878) (878)
Total comprehensive loss for the year - - - (878) (878)
Proceeds from shares issued 24 951 - - 975
Share issue costs - (105) - - (105)
Shares issued - Acquisitions 12 1,120 - - 1,132
Warrants issued to shareholders - - 486 (451) 35
Warrants exercised 10 730 (243) 243 740
Share options granted - - 441 - 441
Balance at 31 December 2020 2,049 39,125 1,000 (33,818) 8,356
(1) Other reserves is made up of the share-based payment, foreign exchange and
merger reserve.
(2) Share premium on acquisitions during the year to 31 December 2020 have
been reclassified to merger reserves during the year.
Consolidated and Company Balance Sheets
As at 31 December 2021
Consolidated Company
2021 2020 2021 2020
Notes £'000 £'000 £'000 £'000
ASSETS
Non-current assets
Plant and equipment 10 2 3 - -
Investments 11 49 - 6,066 4,516
Exploration and evaluation assets 13 7,900 6,405 3,129 3,129
Total non-current assets 7,951 6,408 9,195 7,645
Current assets
Trade and other receivables 14 48 28 26 16
Cash and cash equivalents 728 1,128 710 1,094
776 1,156 736 1,110
Total current assets 776 1,156 736 1,110
TOTAL ASSETS 8,727 7,564 9,931 8,755
LIABILITIES
Current liabilities
Trade and other payables 15 531 553 503 399
Total current liabilities 531 553 503 399
8,196 7,011 9,428 8,356
NET ASSETS
EQUITY
Share capital 17 2,076 2,049 2,076 2,049
Share premium 17 39,303 39,125 39,303 39,125
Share-based payment reserve 1,325 858 1,325 858
Foreign exchange reserve 625 665 142 142
Merger reserve 1,831 - 1,831 -
Retained losses (36,952) (35,674) (35,249) (33,818)
8,208 7,023 9,428 8,356
Non-controlling interests (12) (12) - -
8,196 7,011 9,428 8,356
TOTAL EQUITY
In accordance with the provisions of Section 408 of the Companies Act 2006,
the Parent Company has not presented a separate income statement. A loss for
the year ended 31 December 2021 of £1,211,000 (2020: £878,000) has been
included in the consolidated income statement.
These financial statements were approved by the Board of Directors on 30 June
2022 and signed on its behalf by:
Mr Colin Bird
Executive
Chairman
Company Registration No. 02918391
Consolidated and Company Statements of Cash Flows
For the year ended 31 December 2021
Consolidated Company
Year ended 31 December 2021 Year ended 31 December 2020 Year ended 31 December 2021 Year ended 31 December 2020
Notes £'000 £'000 £'000 £'000
Net cash outflow from operating activities 20 (837) (576) (507) (407)
Cash flows from investing activities
Proceeds from sale of PP&E - 12 - -
Deferred exploration expenditure (801) (271) - -
Investment in subsidiary - - (345) (245)
Loans to subsidiaries - - (766) (227)
(801) (259) (1,111) (472)
Cash flows from financing activities
Proceeds from issuance of ordinary shares 21 1,235 1,644 1,235 1,644
(Decrease)/increase in cash (403) 809 (383) 765
Cash and cash equivalents at beginning of year 1,128 330 1,094 329
Foreign exchange movement 3 (11) (1) -
Cash and cash equivalents at end of year 728 1,128 710 1,094
Notes to the financial statements
For the year ended 31 December 2021
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 at www.bezantresources.com
(http://www.bezantresources.com) .
1. Accounting policies
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 2021
after tax of £1,058,000 (2020: £1,026,000), had negative cash flows from
operations and is currently not generating revenues. Cash and cash equivalents
were £728,000 as at 31 December 2021. An operating loss is expected in the
year subsequent to the date of these accounts and as a result 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.
The COVID-19 pandemic announced by the World Health Organisation in 2020
initially had a markedly negative impact on global stock markets although many
sectors and stock market losses have been recovered there is increased
volatility as stock markets react to ongoing news in relation to the
short-term and long-term impact of COVID-19 and the financially implications
of the economic stimulus packages adopted by most governments to protect and /
or support their economies this has also, affected currencies and general
business activity and supply chains
Notwithstanding this the Company was able to complete and announce in 2020 a
fundraising of £1,200,000 and secure a £1,000,000 funding facility. The
Company developed a work at home policy and adopted local procedures for
exploration activities to address the health and wellbeing of its directors,
consultants and contractors, and their families, from COVID-19. Whilst in many
countries, including the United Kingdom with universal vaccination programmes,
COVID-19 appears to be under control the timing and extent of the impact and
recovery from COVID-19 in other countries is still not certain as many
countries particularly in the developing world have yet to fully implement
successful vaccination programs accordingly COVID-19 remains an issue that
requires ongoing monitoring in 2022 and likely at least into 2023 but possibly
longer.
Based on the Board's assessment that the Company will be able to raise
additional funds, 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
At the date of authorisation of these financial statements, the company has
not early adopted the following amendments to Standards and Interpretations
that have been issued but are not yet effective:
Standard or Interpretation Effective for annual periods commencing on or after
Narrow scope amendments to IFRS 3, IAS 16 and IAS 37 1 January 2022
Annual improvements to IFRS Standards 2018-2020 1 January 2022
Amendments to IAS 1: Classification of Liabilities as Current or Non-Current 1 January 2023
Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting 1 January 2023
Policies
Amendments to IAS 8: Definition of Accounting Estimates 1 January 2023
Amendments to IAS 12: Deferred Tax Related to Assets and Liabilities arising 1 January 2023
from a Single Transaction.
As yet, none of these have been endorsed for use in the UK and will not be
adopted until such time as endorsement is confirmed. The directors do not
expect any material impact as a result of adopting the standards and
amendments listed above in the financial year they become effective.
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).
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).
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.
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.
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 and balances
(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) 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 Plant and equipment
Plant and equipment are stated at historical cost less depreciation.
Historical cost includes expenditure that is directly attributable to the
acquisition of the items. Subsequent costs are included in the asset's
carrying amount, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can
be measured reliably. All other repairs and maintenance are charged to the
profit and loss account during the financial year in which they are incurred.
Depreciation on these assets is calculated using the diminishing value method
to allocate the cost less residual values over their estimated useful lives as
follows:
Plant and equipment - 33.33%
Fixtures and fittings - 7.5%
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate at the balance sheet date.
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, Argentina, Namibia, Zambia,
Botswana, Cyprus and the Philippines and comprise one class of business: the
exploration, evaluation and development of mineral resources. The UK is used
for the administration of the Group.
The Group's loss before tax arose from its operations in the UK, Argentina,
Namibia, Zambia, Botswana, Philippines and Cyprus.
For the year ended 31 December 2021
Continuing operations
UK Argentina Philippines Namibia Zambia Botswana Cyprus Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Consolidated loss before tax (945) (87) - (3) (1,036)
- (1) -
Included in the consolidated loss before tax are the following
income/(expense) items:
Foreign currency loss (22) - - - - - - (22)
Total Assets 845 5,201 49 1,840 - 792 8,727
Total Liabilities (506) (25) - - - - - (531)
For the year ended 31 December 2020
Continuing operations
UK Argentina Philippines Namibia Zambia Botswana Cyprus Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Consolidated loss before tax (860) (53) - (32) - (1,015)
(70) -
Included in the consolidated loss before tax are the following
income/(expense) items:
Foreign currency loss (11) - - - - - - (11)
Total Assets 1,117 4,834 - 1,405 208 - - 7,564
Total Liabilities (404) (42) - (107) - - - (553)
3. Operating expenses
Year ended 31 December 2021 Year ended 31 December
2020
£'000 £'000
On-going operating expenses 788 657
Depreciation and amortisation - 1
Share option expense 160 380
948 1,038
4. Operating loss
Year ended 31 December 2021 Year ended 31 December
2020
The Group's operating loss is stated after charging: £'000 £'000
Parent Company auditor's remuneration - audit services 32 28
Parent Company auditor's remuneration - tax services - 2
Parent Company auditor's remuneration - other services 2 1
Operating lease - premises 15 15
Foreign exchange loss 22 8
5. Impairment of assets
Year ended 31 December 2021 Year ended 31 December
2020
£'000 £'000
Impairment loss on loan to associate ((1)) - -
Provision for impairment of investment - Kalengwa Project (Zambia) ((2)) 110 -
110 -
((1)) The Mankayan project owned by Crescent Mining and Development
Corporation was fully impaired in 2016 due to then significant lingering
uncertainty concerning the political and tax environment in the Philippines.
Although the political and tax environment has subsequently improved it was
not considered prudent in the 2019 accounts to write back any of the provision
made in prior years.
In 2019, the Group sold 80% of its interest in the Mankayan copper-gold
project and derecognised its investment in its subsidiary, Asean Copper
Investments Limited and the loan balances outstanding have been fully
impaired.
On 28 April 2021 the Company announced that it had served notice of
termination of its transaction agreement (the "Transaction Agreement") dated 4
October 2019 with Mining and Minerals Industries Holding Pte. Ltd. ("MMIH"), a
private company incorporated in Singapore, with respect to the sale of 80 per
cent. of the Company's interest in the Mankayan copper‐gold project in the
Philippines (the "Mankayan Project") to MMJV Pte. Ltd. ("MMJV"), a 100 percent
subsidiary of MMIH, (the "Transaction") as MMIH has not met its Total Funding
Commitment as defined in the Transaction Agreement and that the Company, would
explore and pursue options including the possibility of re‐positioning the
Mankayan project within the Company's portfolio of copper and gold assets but
in the meantime the previous provisions against the Company's investment in
the Mankayan Project writing it down to Nil have not been written back.
On 13 September 2021 the Company, entered into a conditional agreement with
IDM Mankayan Pty Ltd ("IDM"), a company incorporated in Australia, to take the
Mankayan Project in the Philippines forward (the "IDM Agreement"). The IDM
Agreement has completed and IDM and now owns 27.5% of IDM. 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.
((2)) In light of technical and regulatory issues related to the Kalengwa
project the Company has with the agreement of its partners agreed to pause
work on this project pending resolution of these issues and accordingly has
decided with effect from 31 December 2021 to make a full provision against its
investment in the Kalengwa project.
6. Taxation
Year ended 31 December 2021 Year ended 31 December
2020
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 (1,058) (1,026)
Loss on ordinary activities multiplied by the
standard rate of UK corporation tax of 19% (2020: 19%) (201) (196)
Effects of:
Non-deductible expenses - -
Tax losses (unprovided deferred tax) 201 196
- -
Total tax charge
At 31 December 2021, the Group had unused losses carried forward of
£13,825,000 (2020: £13,037,000) 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 2021 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%, is estimated to be £3,456,000 (2020: £2,336,000).
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
2021 of £1,058,000 (2020: £977,000) of which £1,058,000 (2020: £977,000)
was from Continuing Operations and £nil (2020: nil) was from Discontinued
Operations. The basic loss per share was calculated using a weighted average
number of shares in issue of 4,015,035,915 (2020: 2,046,170,268).
The diluted loss per share has been calculated using a weighted average number
of shares in issue and to be issued of 4,813,590,723 (2020: 2,397,420,278).
The diluted loss per share and the basic loss per share are recorded as the
same amount, as conversion of share options decreases the basic loss per
share, thus being anti-dilutive.
8. Directors' emoluments
Year ended 31 December 2021 Year ended 31 December
2020
£'000 £'000
The Directors' emoluments of the Group are as follows:
Wages, salaries, fees and share options 290 427
Refer to page 17 for details of the remuneration of each director.
9. Employee information
Year ended 31 December 2021 Year ended 31 December
2020
Average number of employees including directors and consultants:
Management and technical 5 5
Year ended 31 December 2021 Year ended 31 December
2020
£'000 £'000
Salaries (excluding directors' remuneration) - -
10. Plant and equipment
Consolidated Company
2021 2020 2021 2020
£'000 £'000 £'000 £'000
Plant and equipment
Cost
At beginning of year 67 68 60 60
Exchange differences - (1) - -
At end of year 67 67 60 60
Depreciation
At beginning of year 64 64 59 58
Charge for the year 1 1 1 1
Exchange differences - (1) - -
At end of year 65 64 60 59
2 3 - 1
Net book value at end of year
11. Investments
Consolidated Company
2021 2020 2021 2020
£'000 £'000 £'000 £'000
Loan to associate (note 11.1) 211 211 124 3,980
Impairment provision (note 5) (211) (211) (124) (3,980)
Investment in associate 49 - 49 -
Investment in subsidiaries - - 2,978 2,077
Impairment Provision (note 5) - - (208) -
Other Investments - - 228 -
Loan to subsidiaries - - 3,779 3,022
Provision for subsidiary loan recoverability - - (760) (583)
49 - 6,066 4,516
11.1 The Group's share of the results of its associate and its assets and
liabilities:
The Mankayan project owned by Crescent Mining and Development Corporation was
fully impaired in 2016 due to then significant lingering uncertainty
concerning the political and tax environment in the Philippines. Although the
political and tax environment has subsequently improved it was not considered
prudent in the 2019 accounts to write back any of the provision made in prior
years.
Termination of Agreement with MMIH: In 2019 the Company sold 80% of its
interest in the Mankayan copper-gold porphyry project in the Philippines to
MMIH of Singapore who intend a reverse takeover or listing on the Singapore or
other suitable exchange. Post the period end on 28 April 2021 the Company
announced it had served notice of termination of its transaction agreement
(the "Transaction Agreement") dated 4 October 2019 with Mining and Minerals
Industries Holding Pte. Ltd. ("MMIH"), a private company incorporated in
Singapore, with respect to the sale of 80 per cent. of the Company's interest
in the Mankayan copper‐gold project in the Philippines (the "Mankayan
Project") to MMJV Pte. Ltd. ("MMJV"), a 100 percent subsidiary of MMIH, (the
"Transaction") as MMIH has not met its Total Funding Commitment as defined in
the Transaction Agreement. Bezant, is exploring and pursuing options including
the possibility of re‐positioning the Mankayan project within the Company's
portfolio of copper and gold assets. As mentioned in note 5 the previous
provisions writing the Group investment in the Mankayan Project to Nil have
not been written back. Due to the termination of the Transaction Agreement the
contingent consideration due to the Company under the Transaction Agreement of
S$10m shares in a ListCo has not been recognised.
On 13 September 2021 the Company, entered into a conditional agreement with
IDM Mankayan Pty Ltd ("IDM"), a company incorporated in Australia, to take the
Mankayan Project in the Philippines forward (the "IDM Agreement"). The IDM
Agreement has completed and IDM and now owns 27.5% of IDM but has no
management control over or right to appoint directors of IDM which is why the
shareholding is held as an investment at cost. 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.
11.2 Investments - subsidiary undertakings
The Company's significant subsidiary undertakings held as fixed asset
investments as at 31 December 2021 were as follows:
Country of Principal Percentage of
incorporation Activity ordinary share
capital held
Held directly
Tanzania Gold Limited Ireland Holding Company 100%
Virgo Resources Limited Australia Holding Company 100%
KPZ International Limited BVI Holding Company 30%
Hope Copper Gold Investments Ltd (BVI) BVI Holding Company 100%
Held indirectly
Anglo Tanzania Gold Limited England Gold and copper exploration 100%
Eureka Mining & Exploration SA Argentina Gold and copper exploration 100%
Puna Metals SA Argentina Gold and copper exploration 100%
Hepburn Resources Pty Ltd Australia Gold and copper exploration 100%
Hope and Gorob Mining Pty Ltd Namibia Gold and copper exploration 70%
Hope Namibia Exploration Pty Ltd Namibia Gold and copper exploration 80%
KPZ Processing Zone Limited Zambia Gold and copper exploration 30%
Metrock Resources Pty Ltd Australia Holding Company 100%
Coastal Resources Pty Ltd Australia Gold and copper exploration 100%
Coastal Minerals Proprietary Limited Botswana Gold and copper exploration 100%
Cypress Sources Proprietary Limited Botswana Gold and copper exploration 100%
12. Acquisition of subsidiaries
12.1 Acquisition of Metrock Resources Limited
Botswana
On 12 February 2021 the Company completed the acquisition of 100% of Metrock
Resources Pty Ltd and its interest in the Kanye Manganese Project.
The fair value of the assets and liabilities acquired were as follows:
2021
£'000
Consideration
Equity consideration
- Ordinary shares (issued) 633
- Options 57
Cash consideration 13
703
Fair value of assets and liabilities acquired (171)
Deemed fair value of 532
exploration assets acquired
12.2 Acquisition of Virgo Resources Pty Ltd
On 18 February 2021 the Company settled Virgo Resources Pty Ltd creditors by
issuing 19,703,703 shares totalling £44,333. The balance of deferred
consideration shares to be issued at 31 December 2021 is 15,763,889 shares
(note 15).
13. Exploration and evaluation assets
Consolidated Company
2021 2020 2021 2020
£'000 £'000 £'000 £'000
Balance at beginning of year 6,405 4,778 3,129 3,129
Acquisitions during year - -
- Namibia (note 12) - 1,283 - -
- Zambia - 131
- Botswana (note 12) 532 - - -
Exploration expenditure 1,073 218 - -
Provision for impairment (note 5) (110) - - -
Exchange differences - (5) - -
Carried forward 7,900 6,405 3,129 3,129
at end of year
13.1 Exploration Assets
Argentina
The amount of capitalised exploration and evaluation expenditure relates to 12
licences comprising the Eureka Project and are 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, covering, in aggregate, an area in excess of
approximately 5,500 hectares and accessible via a series of gravel roads. All
licences remain valid and in May 2019 the Company obtained a two-year renewal
of its Environmental Impact.
Assessment (EIA) approvals in respect of its Mina Eureka, Mina Gino I, Mina
Gino II, Mina Mason I, Mina Mason II, Mina Julio I, Mina Julio II, Mina Paul
I, Mina Paul II, being the 9 northern most licences which are the intended
focus of a future exploration programme the Company is in the process of
applying for the extension of the validity period of the May 2019 EIA
approvals.
Notwithstanding the absence of new exploration activities on-site during the
period the directors, given their intention post COVID-19 in Argentina to
focuss on finding a joint venture partner for the project have assessed the
value of the intangible asset having considered any indicators of impairment,
and in their opinion, based on a review of the expiry dates of licences,
future expected availability of funds to develop the Eureka Project and the
intention to continue exploration and evaluation, no impairment is necessary.
The capitalised cost at 31 December 2021 was £4,776,069.
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. On
14 January 2021 and 2 June 2021 announced positive results in relation to
exploration activities undertaken post acquisition which support the Company's
confidence in the Hope Copper-Gold Project. 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 2021 was £2,120,337.
Zambia
On 27 April 2020 the Company entered into a binding agreement with KPZ
International Limited ("KPZ Int") (the "KPZ Agreement") in relation to the
acquisition of a 30 per cent. interest in the approximate 974 km(2) large
scale exploration licence numbered 24401-HQ-LEL in the Kalengwa greater
exploration area in The Republic of Zambia (the "Licence") (the "Kalengwa
Project") by acquiring a 30 per cent. shareholding in KPZ Int. Under the terms
of the KPZ Agreement the Company has the right to appoint the majority of
directors to the Board of KPZ Int and has operational control of the Kalengwa
Project therefore in accordance with IFRS 10 the Company's investment in
KPZ Int has been consolidated. The Licence is held by Kalengwa Processing
Zone Ltd ("KPZ"), a 100 per cent. (less one share) Zambian subsidiary of KPZ
Int, and is for the exploration of copper, cobalt, silver, gold and certain
other specified minerals. The Licence was granted on 2 April 2019 and is valid
for an initial period up to 1 April 2023. Cash consideration for the
acquisition was US$250,000 (₤202,493) which was settled on 6 November 2020
by the issue of 76,923,077 shares and costs of £23,775. On 12 April 2021 and
24 April 2021 the Company announced positive results in relation to
exploration activities undertaken and on 20 September 2021 further exploration
results and the Company's intention to undertake a comparative review of
recent holes and historical holes and to consider further drilling to re-test
geophysical targets. Post period end in light of technical and regulatory
issues related to the Kalengwa project the Company has with the agreement of
its partners agreed to pause work on this project pending resolution of these
issues and accordingly has decided with effect from 31 December 2021 to make a
full provision against its investment in the Kalengwa project.
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 i) comprises a 4,043 sq km land package
with 125 km of potential on trend manganese mineralisation across the
licences ii) has historical trenching results have yielded in the case on one
prospect of between 53% and 74% manganese oxide ("MnO"), and iii) project area
is near the ground of a TSX listed public company that has a preliminary
economic assessment showing high rates of return based on a MnO grade of 27.3.
On 24 June 2021 the Company announced it had completed reconnaissance mapping,
prospecting and sampling work on the Kanye Manganese Project and that i) Up
to four historic manganese occurrences were successfully located and sampled
in the field within an 8km-belt ii) 40 grab samples were obtained which
assayed from traces up to high-grade results of 67.18% MnO occurring at the
Moshaneng borrow pit and 68.01% MnO at the Mheelo prospect; iii) the Mheelo
prospect is located just 6km from the Giyani Metals K-Hill manganese project
where a Mineral Resource Estimate was complted in march 2022 and an April 2021
PEA indicates an 80% IRR) iv) the Company plans to follow-up the main targets
with clearance/trenching by mechanical excavator to facilitate detailed
mapping, prospecting and more systematic sampling ; and confirmed targets will
be drill tested to define lateral and depth extent of deposits.
On 31 January 2022 the Company announced the completion of a geological
mapping that indicates that the target horizon hosting high-grade manganese
may extend continuously for at least 4km between the Loltware and Moshaneng
prospects.
On 22 March 2022 the Company announced an update of its trenching and soil
programme that highlighted i) Soil sampling between the Loltware manganese
occurrence and the Moshaneng Borrow Pit has confirmed a strong, continuous
soil anomaly of greater than 2km lateral extent and up to 750m wide based on
hand-held XRF analyses of sieved soils ii) Trenching at the Loltware
prospect intersected zones of in-situ manganese mineralisation based on
hand-held XRF analysis of one metre channel samples iii) Trench channel
samples have been dispatched for full laboratory analysis iv) Based on
preliminary evaluation, it appears that Loltware is a distinct manganese
sub-zone, with the larger target located around and southeast of the Borrow
Pit and iv) Once trench assay samples are received and evaluated preparations
will be made for a maiden drill programme at the Kanye project.
Note 12.1 provides details of the deemed fair value of the exploration assets
of £532,000 arising on the acquisition of Metrock. Post-acquisition there
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 2021 was £791,851.
Cyprus
On 11 November 2021 the Company announced that on 10 November 2021it had
entered into a Joint Venture Agreement with Caerus Mineral Resources PLC in
relation to three of Caerus's copper gold projects in Cyprus.
On 15 December 2021 the Company announced the results from initial assay
sampling at the Troulli Project that indicated the potential for development
of a shallow gold resource as well as the opportunity to deepen and extend the
current open pit to access the sulphides which contain both copper and gold.
On 18 January 2022 the Company announced an update on the JV Projects and the
objectives set for 2022 focussing on the rapid development of the Troulli Mine
Project.
On 24 February the Company announced the results from both dump sampling and
drilling for the Troulli, Kokkinapetre and Anglisides JV Projects.
Troulli Project: stockpile sampling average grade of 1.2% Cu; tailings
sampling at double projected grade; and positive copper and gold
mineralisation drill results outside main Troulli deposit area
Kokkinapetra Project: Drilling of the 1.5km strike length of the Kokkinapetra
extension of the Troulli deposit returned extremely encouraging drill results
including 0.85% Cu eq over 28.10m from surface, 1.0g/t Au over 10.8m and 0.66%
Cu eq over 29.2, also from surface. Ground geophysical survey will now be
conducted to better define the next round of drill targets.
Anglsides Project: Validation drilling of the Troulli satellite project,
Anglisides returned equally encouraging results with a peak intercept of 1.18%
Cu eq over 40m from surface. A more comprehensive drilling programme will now
be undertaken with the objective of defining a high-grade resource that can be
processed off-site at the future Troulli plant site.
On 6 April 2022 the Company announced the results of an independent Initial
Resource Estimate:
At a selected cut-off grade of 0.5% Cu, a hard rock resource estimate of
approximately 2.7 million tonnes at a Cu equivalent grade of 0.74%
CuEq (0.51% Cu and 0.26 g/t Au) has been established.
A Total Hard Rock Resource Estimate of approximately 4.9 million tonnes at
0.41% Cu and 0.2 g/t Au for 20,000 t of Cu metal and 31,000 ounces of Au, from
a cut-off grade of 0.26% Cu equivalent.
On 3 May 2022 the Company announced further drill results from its Troulli JV
Project.
On 8 June 2022 the Company announced further drill results from its Anglisides
Licence, a satellite project of the Troulli Joint Venture.
The capitalised cost at 31 December 2021 was £228,307.
14. Trade and other receivables
Consolidated Company
2021 2020 2021 2020
£'000 £'000 £'000 £'000
Due within one year:
VAT recoverable 19 10 19 10
Other debtors 29 18 7 6
48 28 26 16
15. Trade and other payables
Consolidated Company
2021 2020 2021 2020
£'000 £'000 £'000 £'000
Trade creditors 113 229 85 75
Directors 135 50 135 50
Accruals 240 148 240 148
Deferred acquisition costs (note 12) 43 126 43 126
531 553 503 399
16. Financial instruments
(a) Interest rate risk
As the Group has no borrowings, 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
2021 2020 2021 2020
£'000 £'000 £'000 £'000
US Dollars 9 2 15 15
AU Dollars 2 5 111 111
AR Pesos 9 33 42 42
NA Dollars - 1 1
20 40 169 169
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 2020.
2021 2020
£'000 £'000
US Dollars (1) (1)
AU Dollars - 11
AR Pesos 1 (1)
A 10 per cent weakening of the British Pound against the foreign currencies
listed above at 31 December 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
2021 2020
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 71 25
Share subscription 18 24
Shares issued for exploration project acquisitions 6 12
Shares issued on exercise of warrants 2 10
Shares issued to settle third party fees 1 -
Total ordinary shares at end of year 98 71
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
2,076 2,049
Ordinary and deferred as at end of year
Number of shares 2021 Number of shares 2020
Ordinary share capital is summarised below:
As at beginning of the year 3,543,699,116 1,269,755,181
Share subscription 923,076,923 1,218,750,000
Shares issued for exploration project acquisitions 304,064,999((2)) 578,318,935
Shares issued on exercise of warrants 92,187,500 476,875,000
Shares issued to settle third party fees 50,000,000((3)) (-)
4,913,028,538 3,543,699,116
As at end of year
Deferred share capital is summarised below:
As at beginning of the year ((1)) 998,773,038 998,773,038
998,773,038 998,773,038
As at end of year
((1)) The Deferred Shares have very limited rights and are effectively
valueless as they have no voting rights and have no rights as to dividends and
only very limited rights on a return of capital. The Deferred Shares are not
admitted to trading or listed on any stock exchange and are not freely
transferable.( )
((2)) The 304,064,999 shares issued during the year were detailed in the
Company's announcements' dated;
a) 12 February 2021 when the Company announced the completion of its
acquisition of 100% of Metrock Resources Pty Ltd and its interest in the Kanye
Manganese Project. The acquisition consideration included the issue of
234,597,407 ordinary shares to the vendors of the project (note 12.1);
b) 18 February 2021 when the Company announced the issue of 35,467,592 shares
in relation to the acquisition of Virgo Resources Ltd which completed on 14
August 2020 (note 12.2); and
c) 1 March 2021 when the Company announced the issue of 34,000,000 deferred
acquisition shares issued to the vendors of Virgo Resources Ltd.
((3)) On 29 November 2021 the Company issued 50,000,000 shares relating to a
funding facility fee announced on 23 November 2021.
2021 2020
£'000 £'000
The share premium was as follows:
As at beginning of year 39,125 36,429
Share subscription 1,181 951
Shares issued to settle third party fees 71 -
Shares issued - Acquisitions 44 -
Share issued - 2020 Acquisitions(1) (1,120) 1,120
Share issue costs (144) (105)
Warrants lapsed - -
Warrants exercised 146 730
Warrants issued - -
39,303 39,125
As at end of year
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.
(1) Share premium on acquisitions during the year to 31 December 2020 have
been reclassified to merger reserves during the year.
( )
18. Share-based payments
At the year end, the Company had the following share-based payment plans
involving equity settled share options and warrants in existence:
Scheme Number Date granted Exercise price Maximum term Vesting conditions
Warrants 6,363,636 13/10/2017 1.1p 5 years Vested immediately upon being granted
Share options 50,000,000 23/08/2018 0.5p Expire on 21/06/28 Vested on 23 August 2018
Share options 37,500,000 23/08/2018 1.0p Expire on 21/06/28 Vested on 31 January 2019
Warrants 12,500,000 5/12/2019 0.14p 3 years Vested immediately upon being granted
Warrants 80,625,000 26/06/2020 0.16p 2 years Vested immediately upon being granted
Warrants 10,937,500 26/06/2020 0.08p 2 years Vested immediately upon being granted
Share options 98,361,250 14/08/2020 0.3p 2 years Vested on 1 August 2021
Warrants 208,125,000 14/09/2020 0.16p 2 years Vested immediately upon being granted
Warrants 18,750,000 14/09/2020 0.08p 2 years Vested immediately upon being granted
Share options 110,000,000 06/11/2020 0.425p Expire on 21/06/2028 Vested immediately upon being granted
Share options 110,000,000 06/11/2020 0.565p Expire on 21/06/2028 Vested on 31 March 2021
Warrants 461,538,462 29/12/2021 0.25p 3 years Vested immediately upon being granted
Warrants 46,153,846 29/12/2021 0.13p 2 years Vested immediately upon being granted
Share options 31,800,000 12/02/2021 0.40p Expire on 30/09/2024 Vested immediately upon being granted
The number and weighted average exercise prices of the above options and
warrants are as follows:
31 December 2021 31 December 2020
Number Weighted average exercise price Number Weighted average exercise price
Outstanding at beginning of year 835,349,886 0.33p 106,363,636 0.79p
Share options issued ((1)) 31,800,000 0.40p 318,361,250 0.435p
Lapsed/exercised warrants/options (92,187,500) 0.16p (476,875,000) 1.5p
Warrants issued ((2)) 507,692,308 0.24p 887,500,000 0.14p
Outstanding at end of year 1,282,654,694 0.30p 835,349,886 0.33p
((1)) Share options issued during the year have been valued using a Black and
Scholes option pricing model using a risk-free rate of 0.06% and a volatility
rate of 110%.
((2)) 461,538,462 Warrants were issued as free attaching warrants part of the
capital raising and valued using a Black Scholes option pricing model.
46,153,846 Warrants were issued to brokers and were valued using a Black and
Scholes option pricing model using a risk-free rate of 0.25% and a volatility
rate of 86.86%.
19. Reconciliation of movements in shareholders' funds
Consolidated Company
Year ended 31 December 2021 Year ended 31 December 2020 Year ended 31 December 2021 Year ended 31 December 2020
£'000 £'000 £'000 £'000
Total comprehensive loss for the year (1,098) (1,027) (1,211) (878)
Proceeds from shares issued 1,056 870 1,056 870
Currency translation differences on - - - -
foreign currency operations
Share option expense 217 441 217 441
Warrants exercised 147 740 147 740
Warrants issued 102 35 102 35
Shares issued - Acquisitions 761 1,132 761 1,132
Non-controlling interests on acquisition of subsidiary - 37 - -
Opening shareholders' funds 7,011 4,783 8,356 6,016
Closing shareholders' funds 8,196 7,011 9,428 8,356
20. Reconciliation of operating loss to net cash outflow from operating activities
Consolidated Company
Year ended 31 December 2021 Year ended 31 December 2020 Year ended 31 December 2021 Year ended 31 December 2020
£'000 £'000 £'000 £'000
Operating loss from all operations (948) (1,038) (832) (879)
Share options 160 380 160 380
Shares issued - Legal fees 72 - 72 -
Foreign exchange gain (6) 5 (6) 5
(Increase)/decrease in receivables (20) 37 (10) 42
Increase in payables (95) 40 109 45
Net cash outflow from operating activities (837) (576) (507) (407)
21. Proceeds from the issuance of ordinary shares
Consolidated Company
Year ended 31 December 2021 Year ended 31 December 2020 Year ended 31 December 2021 Year ended 31 December 2020
£'000 £'000 £'000 £'000
Share capital and premium at end of year (note 17) 41,379 41,174 41,379 41,174
Shares issued - Legal fees (72) - (72) -
Share issued on acquisition on subsidiaries 1,070 (1,132) 1,070 (1,132)
Share issue costs 144 34 144 34
Share capital and premium at beginning of year (41,174) (38,432) (41,174) (38,432)
1,347 1,644 1,347 1,644
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 2021 31 December 2020
Paid Due by at Paid Due by at
in year-end in year-end
the date the date
year year
£'000 £'000 £'000 £'000
Colin Bird 85 80 146 68
Laurence Read 29 30 45 59
Metallurgical Management Services Pty. Ltd 29 - 49 7
R Siapno 20 - 30 2
R. Samtani 71 - 78 -
E. Slowey 73 - 78 -
281* 110 426 136
* The above amounts represent directors' fees
inclusive of share options awarded during 2020 and expensed during 2021 and
are included in directors' remuneration per note 8.
An amount of £15,000 was incurred during 2021 (2020: £15,000) to Lion Mining
Finance Limited, a company controlled by C. Bird, for administration services
and use of an office as well as a deposit of £2,500 which is included in
trade and other receivables.
Related parties
Mowbrai Limited is a consultancy company controlled by former director Mr
Laurence Read. Metallurgical Management Services Pty. Ltd is a consultancy
company controlled by the director Dr. Evan Kirby.
23. Commitments
Non-cancellable lease rentals payable as follows:
2021 2020
£'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. Subsequent events
1. Issue of shares for fees. On 6 January 2022 the Company announced as
approved by shareholders at the General Meeting on 29 December 2021 it
intended to settle outstanding remuneration owed to a director of the Company,
Colin Bird, amounting to £80,000 and fees of £50,000 owed to Quantum Capital
& Consulting Limited, a personal service company of Michael Allardice who
is a person discharging managerial responsibilities on behalf of the Company
(collectively, the "Accrued Fees") by the issue 100,000,000 ordinary shares of
0.002p each ("Ordinary Shares") (the "Accrued Fee Shares") and 50,000,000
warrants over Ordinary Shares exercisable at 0.25 pence per Ordinary Share
valid until 4 November 2024 ("Accrued Fee Warrants") in accordance with the
table below:
Person Period of Accrued Fees Accrued Fee Warrants
Accrued Fees Accrued Fee Shares
Aug 19 - Sep 21 £80,000 61,538,462 30,769,231
Colin Bird
Dec 19 - June 20 £50,000 38,461,538 19,230,769
Quantum Capital and Consulting Ltd (Michael Allardice)
2. Exercise of warrants. On 12 May 2022 the Company announced the exercise of
11,875,000 warrants at a price on 0.16p per share for £19,000.
3. Impairment. In light of technical and regulatory issues related to the
Kalengwa project the Company has with the agreement of its partners agreed to
pause work on this project pending resolution of these issues and accordingly
has decided with effect from 31 December 2021 to make a full provision against
its investment in the Kalengwa project.
4. Drawdown under Loan Facility: On 30 June 2022 the Company further to its
announcement of 23 November 2021 confirms that it had issued two drawdown
notices of £350,000 each ("Tranche 1" and "Tranche 2") for a total amount of
£700,000 (the "Drawdowns") under its £1,000,000 unsecured convertible loan
funding facility with Sanderson Capital Partners Ltd (the "Lender"), a
long-term shareholder in the Company (the "Facility"). The amount drawdown is
repayable in 12 months and convertible by the Lender at the fixed prices;
£350,000, at 0.19 pence per share and £350,000 at 0.225 pence per share. The
Company can use the Facility, at its discretion, to fund the working capital
requirements of the Company and its subsidiaries as determined by the Company
and proposes to use the funds in the first instance to advance exploration and
its mining licence application in Namibia, exploration at its Kanye Manganese
project in Botswana and the general working capital requirements of the group.
Under the terms of the Facility the Lender is due;
i) a drawdown fee of £14,000 being 2% of the amount drawdown which will be
settled by the issue of 12,522,361 new ordinary shares of £0.00002 each
("Shares") credited as fully paid at 0.1118 pence per share being the five-day
VWAP on 28 June 2022 (the "Drawdown Fee Shares"); and
ii) £350,000 of three year warrants over Shares (the "Warrants"). The
exercise price for the Warrants are as follows:
· £175,000 at 0.25 pence per share for the drawdown of Tranche 1;
and
· £175,000 at 0.30 pence per share for the drawdown of Tranche 2.
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.
2. Exercise of warrants. On 12 May 2022 the Company announced the exercise of
11,875,000 warrants at a price on 0.16p per share for £19,000.
3. Impairment. In light of technical and regulatory issues related to the
Kalengwa project the Company has with the agreement of its partners agreed to
pause work on this project pending resolution of these issues and accordingly
has decided with effect from 31 December 2021 to make a full provision against
its investment in the Kalengwa project.
4. Drawdown under Loan Facility: On 30 June 2022 the Company further to its
announcement of 23 November 2021 confirms that it had issued two drawdown
notices of £350,000 each ("Tranche 1" and "Tranche 2") for a total amount of
£700,000 (the "Drawdowns") under its £1,000,000 unsecured convertible loan
funding facility with Sanderson Capital Partners Ltd (the "Lender"), a
long-term shareholder in the Company (the "Facility"). The amount drawdown is
repayable in 12 months and convertible by the Lender at the fixed prices;
£350,000, at 0.19 pence per share and £350,000 at 0.225 pence per share. The
Company can use the Facility, at its discretion, to fund the working capital
requirements of the Company and its subsidiaries as determined by the Company
and proposes to use the funds in the first instance to advance exploration and
its mining licence application in Namibia, exploration at its Kanye Manganese
project in Botswana and the general working capital requirements of the group.
Under the terms of the Facility the Lender is due;
i) a drawdown fee of £14,000 being 2% of the amount drawdown which will be
settled by the issue of 12,522,361 new ordinary shares of £0.00002 each
("Shares") credited as fully paid at 0.1118 pence per share being the five-day
VWAP on 28 June 2022 (the "Drawdown Fee Shares"); and
ii) £350,000 of three year warrants over Shares (the "Warrants"). The
exercise price for the Warrants are as follows:
· £175,000 at 0.25 pence per share for the drawdown of Tranche 1;
and
· £175,000 at 0.30 pence per share for the drawdown of Tranche 2.
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.
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. END FR BRGDLXGXDGDGRecent news on Bezant Resources
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