REG - Bezant Resources PLC - Final Results
28/06/2024 07:00
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RNS Number : 2274U Bezant Resources PLC 28 June 2024
28 June 2024
Bezant Resources Plc
("Bezant" or the "Company")
Final Results for period to 31 December 2023
Bezant Resources plc ("Bezant" or the "Company"), the exploration and resource
development company with projects located in Namibia, Botswana, Zambia and
Argentina and an investment in a project in the Philippines reports its
audited full year results for the year ended 31 December 2023.
The Annual Report and Financial Statements for the year ended 31 December 2023
are 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 2023, but is derived from those financial statements, approved by the
board of directors. The auditors' report on the 2023 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 2022 contain a 'material uncertainty'
paragraph relating to going concern. The full audited financial statements
for the year ended 31 December 2023 will be delivered to the Registrar of
Companies and filed at Companies House.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law pursuant to the Market
Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
Bezant Resources Plc
+44 (0) 20 3416 3695
Colin Bird Executive Chairman
Beaumont Cornish (Nominated Adviser) +44 (0) 20 7628 3396
Roland Cornish / Asia Szusciak
Novum Securities Limited (Joint Broker)
Jon Belliss +44 (0) 20 7399 9400
Shard Capital Partners LLP (Joint Broker)
Damon Heath +44 (0) 20 7186 9952
Beaumont Cornish (Nominated Adviser)
Roland Cornish / Asia Szusciak
+44 (0) 20 7628 3396
Novum Securities Limited (Joint Broker)
Jon Belliss
+44 (0) 20 7399 9400
Shard Capital Partners LLP (Joint Broker)
Damon Heath
+44 (0) 20 7186 9952
or visit http://www.bezantresources.com (http://www.bezantresources.com)
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
Chairman's Statement
Dear Shareholder,
The year under review has seen our portfolio projects advance despite the
adverse operating conditions for emerging mining and exploration companies.
The war in Ukraine has continued and another conflict has emerged in the
Middle East, following the October the 7(th) Hamas attack on Israel.
The financial world during the period saw interest rates rising with a view to
preventing rampant inflation, which was evident globally. Whilst most
developed economies have seen the effects of interest rates lowering
inflation, in most cases the 2-3% inflation level has not been met. In
particular, the United States of America, remains concerned about inflation
and expected interest rate decreases have not occurred and even though remote
the spectre of further increases is not out of the question.
Against the aforementioned the world is viewed by investors as a very
uncertain place to be, which by default makes investors risk averse and
fearful.
In contrast many developed countries stock markets are at an all-time high and
the returns on deposits are very acceptable compared to the last 15 years.
High deposit interest rates and buoyant senior stock market levels do very
little for the smaller company world and the resource smaller companies have
suffered to an extent not witnessed by myself in my entire public company
career.
Recently, we began to see potential for smaller company correction. Firstly,
by the increase in the copper price and secondly, by the M&A activity in
the large-scale mining arena. The Board feel that it is just a matter of
time for the investment world to wake up to the reality that copper is today's
oil and that the supply side is severely threatened by a lack of investment,
which will inevitably result in strong M&A activity in the smaller
resource company sector. Our portfolio is copper dominated and as such is well
positioned to enjoy any benefits that would accrue from such M&A activity.
The Hope and Gorob 1 (#_ftn1) project in particular, is well positioned with
a total Mineral resource of some 15 million tonnes (gross)_at a grade of 1.2%
Cu with total gold to be assessed with further drilling. Previous gold
values ranged in the 0.2-0.4 g/t. The area between Hope and Gorob is some
17km in extent and it is our opinion that the potential for mineralisation
exists along the entire extent. We are fortunate in that we have multiple
boreholes, which were targeted at +150m depth in the misguided belief that any
ore above 150m will be oxide and therefore untreatable in the 1970s. Our
drilling suggests that the deposit is almost entirely sulphide to surface,
thus providing the opportunity for a homogeneous ore that can be processed a
single type plant.
During the period under review in Namibia we have performed more drilling with
a view to maximising the open pit potential and starting a mine consisting of
multiple open pits, feeding a common plant. We have considered ore-sorting
as a means of upgrading the ore for treatment at nearby plants and our test
work suggests that the ore is very suitable for this route. We have also
submitted an application for a mining licence and await the decision of the
ministry in this regard. The Namibian authorities have a rigorous process for
reviewing mining applications regardless of the size of the proposed mining
operations and the
Company's management have engaged with and met with senior officials at the
Ministry of Mines and Energy on several occasions to provide the information
requested and present the Company's plans as part of the ongoing application
review process and in anticipation of the issue of the mining licence the
Company has been conducting various technical and other studies,
Additionally, we have had multiple discussions with financiers and feel
confident that we are able to procure the finance to commence mining at an
annualised rate of some 8,000 t/a, of copper whilst we continue to explore the
entire strike length with a view to identifying world-class copper/gold
resource.
In Botswana the Kanye battery manganese Project was subjected to further
metallurgical test work the results of which demonstrated high sulphuric acid
leaching potential. The test work showed fast leach kinetics with manganese
recoveries after 1 hour as high as 90.7%. Overall, the Kanye project has the
potential to be viable with the task now being to develop sufficient resources
to justify the building of a dedicated plant. We intend in the latter part of
this year to commit a drilling programme to further define the extent and
grade of additional ore.
At the time of writing, we have 22.96% interest in IDM International Limited
("IDM") (see note 11.1) the holding company for the Mankayan Project in the
Philippines. This project without a doubt is one of the most advance
projects containing some 2.8 million tonnes of Cu and 9.7million oz of gold
with 21 million oz of silver. Since the granting of the 25-year mining
licence, the controlling shareholder, IDM has made significant progress with
the community and ongoing technical evaluation.
The increasing copper price together with a resilient gold price makes this
project one of the most advanced and compelling projects globally. The
original arrangement with IDM was to monetise this project in the mid- to long
term and the technical potential together with improving country amenability
to mining makes the outcome of monetisation likely in the short to mid-term
future.
We continued to maintain the Eureka licence in Argentina but are becoming
increasingly sensitive to negative political pressures surrounding the mining
business and business in general in Argentina. There is increasing evidence
of political unrest and in such an environment it is difficult to prove and
develop mines. Accordingly, we have reluctantly made an impairment provision
(note 5) against this project since our main focus is on southern Africa where
we feel confident to spend shareholders money against normal technical risks
and not expose shareholders to undue political risk.
On the 10(th) of June 2024, as a post balance sheet event, we announced a
collaborative agreement with PCB Mining Limited ("PCB") a Zambian company in
relation to its small-scale exploration licence 24988-HQ-LEL in Zambia ("PCB
Project"). This agreement allows for Bezant to carry out a review and
development plan for the entire licence area, and assist PCB in obtaining
finance for a restart and the appointment of a mine contractor to earn a 15%
interest in the PCB Project. Should Bezant so wish, it could match any terms
provided by a mining contractor to attain an overall 40% interest, inclusive
of the aforementioned 15%.
The PCB Project licence area is considered to have excellent potential as
evidenced by significant artisanal mining and additionally we have identified
a 6m wide vein whose continuity exists has been identified, but the extent is
yet to be determined. In essence, the overall, gold potential of the area is
high and warrants further investigation with the potential for a small-scale
gold mine in the interim.
I would like to thank my fellow directors and colleagues for their hard work,
dedication and original thinking as it has been a particularly difficult year
for the Company and the junior listed mining sector. I look forward to
improving financial operating conditions for our sector and remain convinced
that the underlying fundamentals for base metals will eventually create the
environment where small miners will prosper for the benefit of their
shareholders.
Yours sincerely,
Mr Colin Bird
Executive Chairman
27 June 2024
Board of directors
For the year ended 31 December 2023
Mr Colin Bird (Executive Chairman) (Appointed 2 March 2018)
Experience and Expertise
Executive Chairman Colin is a chartered mining engineer and a Fellow of the
Institute of Materials, Minerals and Mining with more than 40 years'
experience in resource operations management, corporate management, and
finance. Colin has 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 which closed in January 2010.
Other current directorships
Includes African Pioneer Plc, Kendrick Resources Plc, Bird Leisure and Admin
(Pty) Ltd, Galileo Resources Plc, Galileo Resources South Africa (Pty) Ltd,
Glenover Phosphate (Pty) Ltd, Holyrood Platinum (Pty) Ltd, Lion Mining Finance
Ltd , Mitte Resources Investment Ltd, New Age Metals Inc, Revelo Resources
Corp, Sandown Holdings, Shamrock Holdings Inc, Tiger Resource Finance Plc,
Umhlanga Lighthouse Café CC, Virgo Business Solutions (Pty) Ltd, Xtract
Resources Plc, Camel Valley Holdings Inc, Crocus-Serv Resources (Pty) Ltd,
Africibum (Pty) Ltd, Enviro Zambia Ltd, and Eureka Mine International Ltd.
Former directorships in the last 5 years
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, Kabwe Operations Mauritius, Maude
Mining & Exploration (Pty) Ltd, NewPlats (Tjate) (Pty) Ltd, Newmarket
Holdings, Tjate Platinum Corporation (Pty) Ltd, Windsor Platinum Investments
(Pty) Ltd, Windsor SA Pty Ltd, 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, Sovereign Energy Plc,
Thos Begbie Holdings (Pty) Ltd, Mistral Resource Development Corporation ltd,
Galileo Resources South Africa (Pty) Ltd and Holyrood Platinum (Pty) Ltd.
Special responsibilities
Executive Chairman of the Board & Remuneration Committee and member of the
Audit Committee.
Interests in shares and options
480,000,655 ordinary shares in the capital of the Company.
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.
60,000,000 warrants expiring on 18 December 2026 which give the right to
subscribe for ordinary shares at a price of 0.06p per share.
Interests in shares and options (continued)
The following options over ordinary shares in the Company which all expire 21
June 2028
12,500,000 at an exercise price of 1 pence.
15,000,000 at an exercise price of 0.5 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.
40,000,000 at an exercise price of 0.08 pence per share **
40,000,000 at an exercise price of 0.06 pence per share **
** Not yet vested. Will vest upon a material corporate event as determined by
the remuneration committee (Corporate Event) but would include a change of
control, sale of a project, granting of a mining licence of the Group's Hope
and Gorob project in Namibia, obtaining of financing for the proposed mine at
Hope and Gorob and similar events
Dr. Evan Kirby (Non-Executive Director) (Appointed 4 December 2008)
Experience and Expertise
Dr Kirby, 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
Non-executive director of Europa Metals Ltd (listed on AIM and AltX of the
JSE) and Kendrick Resources Plc (listed on LSE), and Director of private
companies, Metallurgical Management Services Pty Ltd
Former directorships in the last 5 years
Technical director of Jubilee Metals Group PLC (Aim traded), Balama Resources
Pty Ltd (Private Company, formerly ASX listed New Energy Minerals Limited and
originally Mustang Resources Limited).
Special responsibilities
Chairman of the Audit Committee and member of the Remuneration Committee.
Interests in shares and options
44,376,729 fully paid ordinary shares in Bezant Resources Plc.
The following options over ordinary shares in the Company which all expire 21
June 2028
2,500,000 at an exercise price of 1 pence.
5,000,000 at an exercise price of 0.5 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.
10,000,000 at an exercise price of 0.08 pence per share **
10,000,000 at an exercise price of 0.06 pence per share **
** Not yet vested. Will vest upon a material corporate event as determined by
the remuneration committee (Corporate Event) but would include a change of
control, sale of a project, granting of a mining licence of the Group's Hope
and Gorob project in Namibia, obtaining of financing for the proposed mine at
Hope and Gorob and similar events
Mr Ronnie Siapno (Non-Executive Director) (Appointed 25 October 2007)
Experience and Expertise
Mr Siapno, 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
Member of the 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 the Company which all expire 21
June 2028
5,000,000 at an exercise price of 1 pence per share.
7,500,000 at an exercise price of 0.5 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 (Finance Director) (appointed 26 October 2020)
Experience and Expertise
Mr. Samtani is an Associate Chartered Management Accountant and also currently
Finance Director of AIM traded Tiger Royalties and Investments Plc and
standard listed African Pioneer Plc. Mr. Samtani's previous experience
includes being one of the founder shareholders 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 ("WTS"), where he was appointed
by the Virgin Group to oversee their investment in WTS. During the course of
his career, Raju has been involved in senior managerial positions for several
AIM/Johannesburg Stock Exchange listed companies predominantly in the natural
resource sector and has also had roles in FCA compliance work in the
investment business sector.
Other current directorships
Myning Ventures Ltd
Former directorships in the last 5 years
None
Special responsibilities
Mr. Samtani is the Company's Finance Director and member of the Audit
Committee.
Interests in shares and options
200,611,078 fully paid ordinary shares in Bezant Resources Plc.
48,000,000 warrants expiring on 18 December 2026 which give the right to
subscribe for ordinary shares at a price of 0.06p 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.
12,500,000 at an exercise price of 0.08 pence per share **
12,500,000 at an exercise price of 0.06 pence per share **
** Not yet vested. Will vest upon a material corporate event as determined by
the remuneration committee (Corporate Event) but would include a change of
control, sale of a project, granting of a mining licence of the Group's Hope
and Gorob project in Namibia, obtaining of financing for the proposed mine at
Hope and Gorob and similar events
Mr Edward Slowey (Technical Director) (appointed 26 October 2020)
Experience and Expertise
Mr. Slowey 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
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
44,625,000 fully paid ordinary shares in Bezant Resources Plc.
The following options over ordinary shares 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.
22,500,000 at an exercise price of 0.08 pence per share **
22,500,000 at an exercise price of 0.06 pence per share **
** Not yet vested. Will vest upon a material corporate event as determined by
the remuneration committee (Corporate Event) but would include a change of
control, sale of a project, granting of a mining licence of the Group's Hope
and Gorob project in Namibia, obtaining of financing for the proposed mine at
Hope and Gorob and similar events
Strategic report
For the year ended 31 December 2023
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 2023 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, and completing a joint venture
transaction or exploring its Argentina project and its investment in the
Philippines but will also consider other opportunities consistent with its
copper and gold focus in Southern Africa.
Principal risks and uncertainties facing the Company
The principal risks and uncertainties facing the Company are disclosed in the
Directors' report on pages 21 to 23.
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 exploration
activity as detailed in note 12.1 to increase 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 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 significant shareholders that own more than 3 per cent. of the Company's
• Investor roadshows and presentations.
shares are listed in the Directors' Report.
Please see "Relationship with shareholders" section of the Corporate
• Access to the Company's brokers and advisers governance report which starts 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
from such projects. As such, existing equity investors and potential
investment partners are important stakeholders. We are seeking to promote an investor base that is interested in a long term
holding in the Company and will support the Company in achieving its strategic
objectives.
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 Namibia ,Botswana, Zambia and Argentina and the Company has an
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. equity investment in a project in the Philippines The Directors consider • The Executive Chairman reported regularly to the Board, including the local communities and prospects for future employment.
workforce issues holistically for the Group as a whole and the Company's provision of board information.
long-term success in developing its exploration projects will be predicated on
Directors trained in aspects of corporate policies and procedures to engender
the development of a local workforce in the countries of its exploration • There is a formalised director induction into the Company's corporate positive corporate culture aligned with the Company code of conduct.
projects. (see the principal risk and uncertainty starting on page 21). 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 interests in exploration projects or investments which includes, Namibia, in order to progress the operational licences it will require
,Botswana, Zambia, Philippines and Argentina
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 Namibia, We need to engage with the local community to build trust. Having the
,Botswana, Zambia and Argentina 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 16. 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
27 June 2024
Directors' report
For the year ended 31 December 2023
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 2023.
The principal activity, review of the business and future development
disclosures are contained in the Chairman's Statement on page 4 and the
Strategic Report on page 12.
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 2023.
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 as at the date of this report are as
follows:
Ordinary Percentage of issued share capital
shares of
0.002p each
C. Bird 480,000,655 4.22%
E. Kirby 44,376,729 0.39%
R. Siapno 1,333,334 0.01%
R Samtani 200,611,078 1.76%
E Slowey 44,625,000 0.39%
Directors' Warrants
The following warrants have been issued to Colin Bird and Raju Samtani.
Colin Bird:
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; and
60,000,000 warrants expiring on 18 December 2026 which give the right to
subscribe for ordinary shares at a price of 0.06p per share.
Raju Samtani:
48,000,000 warrants expiring on 18 December 2026 which give the right to
subscribe for ordinary shares at a price of 0.06p per share.
Directors' Share Options
The Company on 23 August 2018, 10 November 2020 and 15 March 2024 has
announced the issue of options over ordinary shares of 0.002p each in the
capital of the Company ("Ordinary Shares") pursuant to the Executive Share
Option Scheme approved at the Company's Annual General Meeting held on 22 June
2018 ("2018 AGM") (the "Options"). The Options expire on 21 June 2028 being
the ten year anniversary of the 2018 AGM. Of the 727,500,000 Options
awarded, 375,500,000 were awarded to the current directors of the Company as
detailed in the table below.
Directors' Options
Options in Millions Exercise price Millions
Directors 0.06 pence 0.08 pence 0.425 pence 0.565 pence 0.5 pence 1 pence Total No. of Options
Colin Bird 40.0** 24.0 24.0 15.0 12.5 155.5
40.0**
Raju Samtani 12.5** 20.0 20.0 - - 65.0
12.5 **
Edward Patrick Slowey 22.5** 20.0 20.0 - - 85.0
22.5**
Dr. Evan Kirby 10.0** 10.0 10.0 5.0 2.5 47.5
10.0**
Ronnie Siapno - - 5.0 5.0 7.5 5.0 22.5
Total Directors 85.0 85.0 79.0 79.0 27.5 20.0 375.5
** Not yet vested. Will vest upon a material corporate event as determined by
the remuneration committee (Corporate Event) but would include a change of
control, sale of a project, granting of a mining licence of the Group's Hope
and Gorob project in Namibia, obtaining of financing for the proposed mine at
Hope and Gorob and similar events
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 2023 were £40,000, the other
Directors are entitled to receive between £12,500 and £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 2023 and 2022
was as follows:
2023
Total Share based payment - share options Total
cash paid year ended
cash and share based
Salary and Consulting Fees
Directors' Fees
£ £ £ £ £
C. Bird 12,000 48,000 60,000 - 60,000
E. Kirby 14,481 - 14,481 - 14,481
R. Siapno 12,000 - 12,000 - 12,000
R. Samtani 40,000 - 40,000 - 40,000
E. Slowey 18,000 14,400 32,400 - 32,400
Total 96,481 62,400 158,881 - 158,881
2022
Total Share based payment - share options Total
cash paid year ended
cash and share based
Salary and Consulting Fees
Directors' Fees
£ £ £ £ £
C. Bird 12,000 48,000 60,000 17,969((1)) 77,969
E. Kirby 14,484 - 14,484 - 14,484
R. Siapno 12,000 - 12,000 - 12,000
R. Samtani 40,000 - 40,000 - 40,000
E. Slowey 18,000 19,650 37,650 - 37,650
Total 96,484 67,650 164,134 17,969 182,103
(1) Includes the issue on 6 January 2022 of 30,769,231 Warrants over ordinary
shares exercisable at 0.25 pence per ordinary shares valid until 4 November
2024 as part settlement of outstanding fees of £ 80,000 which were valued at
$17,969 using a Black and Scholes option pricing model using a risk-free rate
of 0.25% and a volatility rate of 86.86%.
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.
An amount of £15,250 was paid during 2023 (2022: £15,000) to Lion Mining
Finance Limited, a company controlled by C. Bird, for administration services
and use of an office.
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, Namibia, Botswana and Argentina and has an equity investment in a
project in the Philippines.
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 21 June 2024 of those shareholders with
a 3% and above equity holding in the Company based on the Company having
11,380,918,869 ordinary shares in issue on 21 June 2024 ("21 June 2024 Shares
in Issue").
Shareholders per share register Number of ordinary shares Percentage of
Share Capital
JIM Nominees Limited 1,436,928,917 12.63%
The Bank Of New York (Nominees) 802,931,210 7.06%
Hargreaves Lansdown (Nominees) 765,551,283 6.73%
Morgan Stanley Client Securities 548,716,257 4.82%
Barclays Direct Investing Nominees 535,978,846 4.71%
Vidacos Nominees Limited 532,705,578 4.68%
Hargreaves Lansdown (Nominees) 530,224,070 4.66%
Interactive Investor Services 524,288,405 4.61%
Interactive Investor Services 458,409,157 4.03%
Hargreaves Lansdown (Nominees) 440,988,906 3.87%
Morgan Stanley Client Securities 437,500,000 3.84%
GHC Nominees Limited 358,768,882 3.15%
Vidacos Nominees Limited 348,777,328 3.06%
7,721,768,839 67.85%
On 19 December 2023 Christian Cordier submitted a TR-1 notification to the
Company that he has an indirect interest in 630,406,504 ordinary shares in
relation to the following shareholdings Tonehill Pty Ltd acting for the
("aft") The Tonehill Trust 207,205,492 shares, Coreks Super Pty Ltd aft Coreks
Superannuation Fund 151,163,350 shares and Breamline Pty Ltd aft Breamline
Ministries 272,037,662 shares. Mr Cordier's interest represented 5.54% at the
date of issue of the TR-1 and based on the 11,380,918,869 shares in issue on
21 June 2024.
On 5 March 2024 the Company announced that Sanderson Capital Partners Ltd had
confirmed that they and associates as at that date were interested in
761,469,231 shares which representing 6.69% of the Company's issued share
capital.
Political and charitable contributions
There were no political or charitable contributions made by the Group during
the year ended 31 December 2023 (2022: 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. The Group does not currently have any mining
operations.
The Group seeks to mitigate these risks in relation to exploration and mine
planning activities by using the geological and mining expertise of Board
members to oversee and plan exploration and mine planning activities and by
engaging the services of reputable external geologists, mine engineering and
other experts with appropriate skills and experience to provide exploration
and mine planning services for the Group.
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.
Licensing and title risk
Governmental approvals, licences and permits are, as a practical matter,
subject to the discretion of the applicable governments or government
offices. The Group must generally and specifically in relation to future
projects comply with known standards, existing laws and regulations that may
entail greater or lesser costs and delays depending on the nature of the
activity to be permitted and the interpretation of the laws and regulations by
the permitting authorities. New laws and regulations, amendments to existing
laws and regulations, or more stringent enforcement could have a material
adverse impact on the Group's result of operations and financial condition.
The Group's exploration activities are dependent upon the grant of appropriate
licences, concessions, leases, permits and regulatory consents which may be
withdrawn or made subject to limitation.
There is a risk that negotiations with the relevant government in relation to
the renewal or extension of a licence may not result in the renewal or grant
taking effect prior to the expiry of the previous licence and there can be no
assurance as to the terms of any extension, renewal or grant. This is a risk
that all resource companies are subject to, particularly when their assets are
in emerging markets. The Group continually seeks to do everything within its
control to ensure that the terms of each licence are met and adhered to.
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 and Argentina and an equity investment in a
project in the Philippines held via an Australian company make it subject to
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 but
seeks to mitigate this risk by converting funds from Pounds Sterling to other
currencies when making material commitments in other currencies.
Copper-gold price volatility
The Group's operations and any future revenue is significantly affected by
changes in realisable copper-gold prices. The price of copper-gold is
denominated in US$ and 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 US$
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 Namibia, Botswana and Argentina and it has
an equity investment in a project in the Philippines held via an Australian
company and mineral exploration and mining activities may be affected to
varying degrees by political stability and government regulations relating to
the mining industry. During the period an impairment provision was made
against the Group's Eureka project in Argentina as there is increasing
evidence of political unrest in Argentina and in such an environment it is
difficult to prove and develop mines.
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.
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 2023 after tax of
£6,106,000 after a fair value adjustment loss of £110,000 (see note 11) and
an impairment provision of £ 4,774,000 (note 5) (2022 - profit of £1,436,000
but excluding a fair value adjustment gain of £2,133,000 the loss from all
operations for 2022 after tax was £697,000). The Group had negative cash
flows from operations and is currently not generating revenues. Cash and cash
equivalents were £560,000 as at 31 December 2023. On 5 March 2024 the Company
announced that the repayment date for the £700,000 drawdown under the
Sanderson Capital Facility Agreement had been extended to 31 July 2025. An
operating loss is expected in the year subsequent to the date of these
accounts and the Company will need to raise funding to provide additional
working capital to finance its ongoing activities. Management has
successfully raised money in the past, but there is no guarantee that adequate
funds will be available when needed in the future.
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.
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.
Impact Of War in Ukraine
The Directors are aware of the war in Ukraine and related sanctions and there
is no direct 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.
An indirect impact of the conflict in Ukraine is the effect that the conflict
and sanctions have had on energy and other prices as many countries are now
experiencing inflation rates not experienced for several years and this may
have an effect on the Company's costs. The Company seeks to mitigate this risk
by obtaining quotes for and agreeing on material expenditure commitments in
advance of engaging services so costs are known in advance but is not in a
position to reduce inflation.
Going Concern
As disclosed in Note 1.1 to the accounts and the Corporate Governance
Statement, 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
Post Balance Sheet events
Subsequent events are disclosed in note 25 to the Accounts and summarised
below:
On 5 March 2024 the Company announced that by an agreement dated 4 March 2024
it had agreed with Sanderson Capital Partners Limited ("Sanderson Capital" or
the "Lender") to extend the repayment date for the £700,000 drawn down under
the unsecured convertible loan funding facility entered into with Sanderson
Capital on 22 November 2021 (the "Facility") (the "Agreement") to 31 July 2025
and that the £700,000 drawn down is now convertible by the Lender at the
fixed price of 0.06 pence per share (the "New Conversion Price").
On 15 March 2024 the Company announced that, in aggregate, 447.5 million
options over ordinary shares of 0.002 pence each in the capital of the Company
("Ordinary Shares") have been 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 447,500,000 Options, 170,000,000 have been
awarded to directors of the Company, 125,000,000 to non-director PDMRs and the
balance of 152,500,000, to other eligible participants. 223,750,000 Options
have an exercise price of 0.06 pence per Ordinary Share and the balance of
223,750,000 Options have an exercise price of 0.08 pence per Ordinary Share.
The last award of Options by the Company was in November 2020 ("November 2020
Award"). Options awarded to existing option holders will vest upon a material
corporate event as determined by the remuneration committee ("Corporate
Event") but would include a change of control, sale of a project, granting of
a mining licence at the Company's Hope and Gorob project in Namibia, obtaining
of financing for the proposed mine at Hope and Gorob and similar events.
The Options awarded to persons who do not already have options and who did not
participate in the November 2020 Award have vested immediately.
PCB Mining exclusive collaboration agreement
As announced on 10 June 2024 On 7 June 2024 Bezant entered into an exclusive
collaboration agreement with PCB Mining Limited ("PCB Mining") in relation to
its small scale exploration licence 24988-HQ-LEL in Zambia ("PCB Licence").
Bezant will earn a 15% interest in the PCB Licence / PCB Mining by providing a
project restart plan for PCB Mining and assisting PCB Mining in obtaining
financing for the project restart. The key commercial terms are summarised in
Note 25 and the original announcement.:
Relations with Shareholders
The Company plan to hold an Annual General Meeting in late July or August 2024
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
27 June 2024
Corporate governance
For the year ended 31 December 2023
As an AIM-traded 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 adopt the QCA
Corporate Governance Code (2018) (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 QCA code was updated
in 2023 and applies to companies with financial years beginning on or after
1(st) April 2024. The company will report against the new QCA code in 2025.
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
notwithstanding the period they have been in office given they do not have
significant shareholdings in the Company. 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 and
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 above and
start on page 7 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 two
copper-gold projects, in Namibia and Argentina and has an equity investment in
a copper - gold project in the Philippines an interest in 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. The Company has participated in various
investor focussed podcasts and the Chair attends the annual general meeting,
the Company will with the Company's advisers look at ways in which the Company
can engage with shareholders.
Departures from the QCA Code:
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
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 2023 after tax of
£6,106,000 after a fair value adjustment loss of £110,000 (see note 11) and
an impairment provision of £ 4,774,000 (note 5) (2022 - profit of £1,436,000
but excluding a fair value adjustment gain of £2,133,000 the loss from all
operations for 2022 after tax was £697,000). The Group had negative cash
flows from operations and is currently not generating revenues. Cash and cash
equivalents were £560,000 as at 31 December 2023. On 5 March 2024 the Company
announced that the repayment date for the £700,000 drawdown under the
Sanderson Capital Facility Agreement had been extended to 31 July 2025. An
operating loss is expected in the year subsequent to the date of these
accounts and the Company will need to raise funding to provide additional
working capital to finance its ongoing activities. Management has
successfully raised money in the past, but there is no guarantee that adequate
funds will be available when needed in the future.
Based on the Board's assessment that the Company will be able to raise
additional funds, 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
27 June 2024
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Opinion
We have audited the financial statements of Bezant Resources Plc (the
'Company') and its subsidiaries (the 'Group') for the year ended 31 December
2023 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 Company's affairs as at 31 December 2023 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 (note 1.1) concerning the Group's and Company's
ability to continue as a going concern. The Group incurred an operating loss
of £1,046k during the year ended 31 December 2023 and is still incurring
operating losses. As discussed in note 1.1, post year-end the repayment date
for the £700,000 drawdowns under the Sanderson Capital Facility Agreement has
been extended to 31 July 2025, however 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. 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.
In auditing the financial statements, we have concluded that the director's
use of going concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the director's assessment of
the entity's ability to continue to adopt the going concern basis of
accounting included an assessment of the risk and audit procedures to address
this risk:
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 fundraisings 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 twelve 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:
· We assessed the transparency, completeness and accuracy of the
matters covered in the going concern disclosure by evaluating management's
cash flow projections for the next twelve months and the underlying
assumptions.
· We obtained cash flow forecasts, reviewed the methodology behind
these, ensured they were 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 being
incurred.
· We discussed plans for the Group going forward with management,
ensuring these had been incorporated in 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 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 responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
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 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 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 risks.
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.
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. Going concern is a significant key
audit matter and is described above. In arriving at our audit opinion above,
the other key audit matters were as follows:
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 licences 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 licences remain valid and are in good
standing.
Where licences had expired and renewal applications not yet granted, we
reviewed correspondence with the mining departments to determine the status of
the renewal and whether there were any indications the renewals would not be
granted. The Mining Acts of the relevant countries were also reviewed to
confirm work could be continued whilst renewals were in process. There were no
significant matters identified which indicated the licences would not be
renewed.
An impairment provision of £3.13m in the Parent Company and £4.77m in the
Group has been recognised in relation to the Eureka Project following
uncertainty of finding a joint venture partner due to the current political
situation in Argentina.
No further impairments were considered necessary
Impairment of investments and loans in the Parent Company Our audit work included, but was not limited to:
Under International Accounting Standard 36 'Impairment of Assets', companies · Reviewing the investments balances for indicators of impairment in
are required to assess whether there is any indication that an asset may be accordance with IAS 36;
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
the timing and extent and probability of future cash flow. · Assessing management's evaluation of the recoverable amounts of
intergroup loans including review of the impairment provisions and net asset
values of components that have intercompany debt;
The Company has investments of £6.1m (2022: £9.3m) comprising investments · Checking that intergroup loans have been reconciled and confirming
and loans to subsidiaries of £4.0m (2022: £7.1m) and investments held at that there are no material differences.
FVPL of £2.1m (2022: £2.3m). In conjunction with the exploration assets, the
investments represent the primary balance on the Company balance sheet and
there is a risk it could be impaired and that intragroup loans may not be
recoverable as a result of the subsidiary companies incurring losses.
We therefore identified the impairment of loans due from subsidiary companies Key observations
as a key audit matter in the Company financial statements, which was one of
the most significant assessed risks of material misstatement. The investment balance correlates with the Mankayan Project, Eureka Project,
Hope Copper Gold Project, and Kanye Manganese Project, held by subsidiaries.
Our impairment review was therefore linked to our assessment of indicators of
impairment on the corresponding exploration assets.
Management has impaired Eureka Mining & Exploration SA, Puna Metals SA and
Anglo Tanzania Gold Limited investment and loan balances in full following
uncertainty of finding a joint venture partner due to the current political
situation in Argentina.
No further impairments were considered necessary.
Valuation and accounting treatment of convertible loan facility Our audit work included, but was not limited to:
· Obtaining and reviewing the convertible loan agreement and loan
amendment for key terms which determine the accounting treatment
The Company and Group has a convertible loan instrument of £700k (2022:
£700k). The loan terms were modified during the year. · Assessing appropriateness of the accounting treatment under IFRS 9
Financial Instruments and IAS 32 Presentation of Financial Instruments
· Review of the key assumptions used to determine the fair value of the
Convertible instruments can be complex, containing a number of features which liability and equity component
can have a significant impact on the accounting. Therefore, management were
to determine the correct treatment for the modification.
Key observations
We therefore identified the valuation and accounting treatment of the Having assessed the modified facility with reference to IFRS 9, management
convertible loan as a key audit matter in the Company and Group financial determined that the modified facility was substantially different from the
statements. original facility and therefore the original financial liability was
extinguished, and a new financial liability recognised.
The convertible loan comprises a liability and equity component. The fair
value of the equity component has been calculated at 25% being the estimated
rate available on an unsecured loan with no convertible option.
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 £120,000 (2022: £194,000) £96,000 (2022: £194,000)
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 Based on the main key indicator, being 2% of the net assets of the Company.
Rationale for benchmarks applied We believe the net assets is the most appropriate benchmark due to the size
and stage of development of the Company and Group. This is further supported
by the Group not yet generating any revenue.
Performance materiality £90,000 (2022: £145,500)
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 (2022:
£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 20, 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.
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 and QCA
code. 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.
James Astley
(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
27 June 2024
Consolidated Statement of Profit and Loss
For the year ended 31 December 2023
Notes Year ended 31 December 2023
£'000 Year ended 31 December 2022
£'000
CONTINUING OPERATIONS
Group revenue - -
Cost of sales - -
Gross profit/(loss) - -
Operating expenses 3 (1,046) (577)
Share based payments 3 - (29)
4 (1,046) (606)
Operating loss
Other (losses)/gains 11.1 (110) 2,133
Finance Costs (176) (91)
Impairment of assets 5 (4,774) -
(Loss)/profit before taxation (6,106) 1,436
6 - -
Taxation
(Loss)/profit for the financial year from continuing operations (6,106) 1,436
(Loss)/profit for the financial year (6,106) 1,436
Attributable to: (6,106) 1,436
Owners of the Company
- Continuing operations (6,106) 1,436
- Discontinued operations - -
Non-controlling interest - -
(6,106) 1,436
(Loss)/profit per share (pence)
Basic loss/profit per share from continuing operations 7 (0.09) 0.03
Diluted loss/profit per share from continuing operations 7 (0.09) 0.02
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December 2023
Year ended 31 December 2023
£'000 Year ended 31 December 2022
£'000
Other comprehensive income:
(Loss)/profit for the financial year (6,106) 1,436
Items that may be reclassified to profit or loss:
Foreign currency reserve movement 112 (120)
Non-controlling interest - 12
(5,994) 1,328
Total comprehensive loss for the financial year
Attributable to: (5,994) 1,328
Owners of the Company
Non-controlling interest - -
(5,994) 1,328
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
Share Capital Share Premium Other Reserves(1) Retained Losses Non Total
£'000 £'000 £'000 £'000 Controlling interest Equity
£'000 £'000
Year ended 31 December 2023
Balance at 1 January 2023 2,079 39,507 3,672 (35,551) - 9,707
Current year loss - - - (6,106) - (6,106)
Foreign currency reserve - - 112 - - 112
Total comprehensive loss for year - - 112 (6,106) - (5,994)
Shares issued - In lieu of fees 24 558 - - - 582
Share issue cost - (72) - - - (72)
Proceeds from shares issued 102 1,448 - - - 1,550
Warrants issued - - 285 (285) - -
Warrants issued - (41) 41 - - -
Warrant expired - 31 (31) - - -
Equity component of new borrowings - 202 - - 202
Extinguishment of equity component of borrowings - - (154) 154 - -
Balance at 31 December 2023 2,205 41,431 4,127 (41,788) - 5,975
Share Capital Share Premium Other Reserves(1) Retained Losses Non Total
£'000 £'000 £'000 £'000 Controlling interest Equity
£'000 £'000
Year ended 31 December 2022
Balance at 1 January 2022 2,076 39,303 3,781 (37,160) (12) 7,988
restated
Current year profit - - - 1,436 12 1,448
Foreign currency reserve - - (120) - - (120)
Total comprehensive loss for year - - (120) 1,436 12 1,328
Shares issued - In lieu of fees 2 162 - - - 164
Warrants issued to shareholders - - 30 - - 30
Warrants exercised 1 42 (6) 6 - 43
Warrant expired - - (167) 167 - -
Equity component of borrowings - - 154 - - 154
Balance at 31 December 2022 2,079 39,507 3,672 (35,551) - 9,707
(1) Other reserves are made up of the share-based payment, foreign exchange,
merger and convertible instrument reserves.
( )
( )
( )
Company Statement of Changes in Equity
For the year ended 31 December 2023
Share Capital Share Premium Other Reserves(1) Retained Losses Total
£'000 £'000 £'000 £'000 Equity
£'000
Year ended 31 December 2023
Balance at 1 January 2023 2,079 39,507 3,309 (33,339) 11,556
Current year loss - - - (7,693) (7,693)
Total comprehensive loss for the year - - - (7,693) (7,693)
Shares issued - In lieu of fees 24 558 - - 582
Share issue cost (72) - - (72)
Proceeds from shares issued 102 1,448 - - 1,550
Share options granted - - 285 (285) -
Warrants issued - (41) 41 - -
Warrant expired - 31 (31) - -
Equity component of new borrowings - - 202 - 202
Equity component of repaid borrowings - - (154) 154 -
Balance at 31 December 2023 2,205 41,431 3,652 (41,163) 6,125
Share Capital Share Premium Other Reserves(1) Retained Losses Total
£'000 £'000 £'000 £'000 Equity
£'000
Year ended 31 December 2022
Balance at 1 January 2022 2,076 39,303 3,298 (35,249) 9,428
Current year profit - - - 1,737 1,737
Total comprehensive loss for the year - - - 1,737 1,737
Shares issued - In lieu of fees 2 162 - - 164
Warrants issued to shareholders - - 30 - 30
Warrants exercised 1 42 (6) 6 43
Warrant expired - - (167) 167 -
Equity component of borrowings - - 154 - 154
Balance at 31 December 2022 2,079 39,507 3,309 (33,339) 11,556
(1) Other reserves are made up of the share-based payment, foreign exchange
and merger reserve.
Consolidated and Company Balance Sheets
As at 31 December 2023
Consolidated Company
2023 2022 2023 2022
Notes £'000 £'000 £'000 £'000
ASSETS
Non-current assets
Plant and equipment 10 - 2 - -
Investments 11 2,150 2,260 6,098 9,328
Exploration and evaluation assets 12 3,899 8,398 - 3,129
Total non-current assets 6,049 10,660 6,098 12,457
Current assets
Trade and other receivables 13 224 76 216 54
Cash and cash equivalents 560 57 556 47
784 133 772 101
Total current assets 784 133 772 101
TOTAL ASSETS 6,833 10,793 6,870 12,558
LIABILITIES
Current liabilities
Trade and other payables 14 332 463 219 379
Borrowings 15 526 623 526 623
Total current liabilities 858 1,086 745 1,002
5,975 9,707 6,125 11,556
NET ASSETS
EQUITY
Share capital 17 2,205 2,079 2,205 2,079
Share premium 17 41,431 39,507 41,431 39,507
Share-based payment reserve 18 1,476 1,181 1,476 1,181
Foreign exchange reserve 618 506 143 143
Merger reserve 1,831 1,831 1,831 1,831
Other reserves 15 202 154 202 154
Retained losses (41,788) (35,551) (41,163) (33,339)
5,975 9,707 6,125 11,556
5,975 9,707 6,125 11,556
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 2023 of £7,693,000 (2022 profit: £1,737,000) has
been included in the consolidated income statement.
These financial statements were approved by the Board of Directors on 27 June
2024 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 2023
Consolidated Company
Year ended 31 December 2023 Year ended 31 December 2022 Year ended 31 December 2023 Year ended 31 December 2022
Notes £'000 £'000 £'000 £'000
Net cash outflow from operating activities 20 (612) (368) (519) (356)
Cash flows from investing activities
Exploration expenditure (361) (968) - -
Loans to subsidiaries - - (438) (972)
Payments to acquire investments - (78) (10) (78)
(361) (1,046) (448) (1,050)
Cash flows from financing activities
Proceeds from issuance of ordinary shares 21 1,477 43 1,477 43
Proceeds from borrowings - 700 - 700
1,477 743 1,477 743
Increase / (decrease) in cash 504 (671) 510 (663)
Cash and cash equivalents at beginning of year 57 728 47 710
Foreign exchange movement (1) - (1) -
Cash and cash equivalents at end of year 560 57 556 47
Notes to the financial statements
For the year ended 31 December 2023
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 operation's for the year ended 31 December 2023
after tax of £6,106,000 after a fair value adjustment loss of £110,000 (see
note 11) and an impairment provision of £4,774,000 (note 5) (2022 - profit of
£1,436,000 but excluding a fair value adjustment gain of £2,133,000 the loss
from all operations for 2022 after tax was £697,000). The Group had negative
cash flows from operations and is currently not generating revenues. Cash and
cash equivalents were £560,000 as at 31 December 2023. On 5 March 2024 the
Company announced that the repayment date for the £700,000 drawdowns under
the Sanderson Capital Facility Agreement had been extended to 31 July
2025. An operating loss is expected in the year subsequent to the date of
these accounts and the Company will need to raise funding to provide
additional working capital to finance its ongoing activities. Management has
successfully raised money in the past, but there is no guarantee that adequate
funds will be available when needed in the future.
Based on the Board's assessment that the Company will be able to raise
additional funds, as and when required, to meet its working capital and
capital expenditure requirements, the Board have concluded that they have a
reasonable expectation that the Group can continue in operational existence
for the foreseeable future. For these reasons the Group continues to adopt the
going concern basis in preparing the annual report and financial statements.
There is a material uncertainty related to the conditions above that may cast
significant doubt on the Group's ability to continue as a going concern and
therefore the Group may be unable to realise its assets and discharge its
liabilities in the normal course of business.
The financial report does not include any adjustments relating to the
recoverability and classification of recorded asset amounts or liabilities
that might be necessary should the entity not continue as a going concern.
Basis of preparation
The financial information, which incorporates the financial information of the
Company and its subsidiary undertakings (the "Group"), has been prepared using
the historical cost convention and in accordance with UK adopted International
Accounting Standards including IFRS 6 'Exploration for and Evaluation of
Mineral Resources'.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and its subsidiary undertakings and have been prepared using the
principles of acquisition accounting, which includes the results of the
subsidiaries from their dates of acquisition.
All intra-group transactions, income, expenses and balances are eliminated
fully on consolidation.
A subsidiary undertaking is excluded from the consolidation where the interest
in the subsidiary undertaking is held exclusively with a view to subsequent
resale and the subsidiary undertaking has not previously been consolidated in
the consolidated accounts prepared by the parent undertaking.
Business combination
On acquisition, the assets and liabilities and contingent liabilities of a
subsidiary are measured at their fair values at the date of acquisition. Any
excess of the cost of acquisition over the fair values of the identifiable net
assets acquired is recognised as goodwill. Any deficiency of the cost of
acquisition below the fair values of the identifiable net assets acquired
(i.e. discount on acquisition) is credited to profit and loss in the year of
acquisition. The interest of non-controlling shareholders is stated at the
minority's proportion of the fair values of the assets and liabilities
recognised. Subsequently, any losses applicable to the non-controlling
interest in excess of the non-controlling interest are allocated against the
interests of the parent.
New IFRS standards and interpretations
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective from 1 January 2023,
none of which have a material impact on these financial statements:
· IFRS 17 - Insurance Contracts;
· IAS 8 - Definition of Accounting Estimates;
· IAS 1 - Disclosure of Accounting Policies; and
· IAS 12 - Deferred Tax Arising from a Single Transaction
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the group has decided not to apply early. The following
amendments are effective for the period beginning 1 January 2024
· IAS 1 Presentation of Financial Statements (Amendment -
Classification of Liabilities as Current or Non-Current);
· IFRS 16 Leases (Amendment - Liability in a sale and leaseback);
and
· IAS 7 and IFRS 7 (Amendment - Supplier Finance Arrangements).
It is not expected that the amendments listed above, once adopted, will have a
material impact on the financial statements.
The financial statements have been prepared in accordance with UK adopted
International Accounting Standards ('IFRS') and those parts of the Companies
Act 2006 applicable to companies reporting under IFRSs.
Company Statement of Comprehensive Income
The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not presented its own Statement of
Comprehensive Income in these financial statements.
1.2 Significant accounting judgments, estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined
based on estimates and assumptions of future events. The key estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of certain assets and liabilities within the next annual
reporting year are:
Share-based payment transactions:
The Group measures the cost of equity-settled transactions with directors,
consultants and employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is
determined by using a Black and Scholes model which takes into account
expected share volatility, strike price, term of the option and the dividend
policy.
Impairment of investments, options and deferred exploration expenditure:
The Group determines whether investments (including those acquired during the
period), options and deferred exploration expenditure are impaired when
indicators, based on facts and circumstances, suggest that the carrying amount
may exceed its recoverable amount. Such indicators include the point at which
a determination is made as to whether or not commercial mining reserves exist
in the subsidiary or associate in which the investment is held or whether
exploration expenditure capitalised is recoverable by way of future
exploitation or sale, obviously pending completion of the exploration
activities associated with any specific project in each segment.
1.2 Significant accounting judgments, estimates and assumptions (continued)
Fair value of assets and liabilities acquired on acquisition of subsidiaries
The Group determines the fair value of assets and liabilities acquired on
acquisition of subsidiaries by reference to the carrying value at the date of
acquisition and by reference to exploration activities undertaken and/or
information that the Directors become aware of post-acquisition (note 12).
Investments at fair value through profit and loss ('Equity investments')
Equity investments are initially measured at cost, including transaction
costs. At each reporting date, the fair value is assessed and any resultant
gains and losses are included directly in the Consolidated Statement of Profit
and Loss under IFRS 9 (note 11).
Valuation of Equity Instruments Convertible Loan (Borrowings)
Convertible instruments can be complex, containing a number of features which
can have a significant impact on the accounting under IFRS 9 Financial
Instruments and IAS 32 Presentation of Financial Instruments. The Company
determined that the £700,000 convertible note drawn down announced on 30 June
2022 ("Original Facility") (note 15) was an equity instrument as the
conversion feature results in the conversion of a fixed amount of stated
principal into a fixed number of shares, it satisfies the 'fixed for fixed'
criterion and, therefore, it is classified as an equity instrument which
requires the valuation of the liability component and the equity conversion
component. The fair value of the liability component, included in current
borrowings, at inception was calculated using a market interest rate for an
equivalent instrument without conversion option. The discount rate applied was
25%.
The Company determined that;
i) the change in terms of the Original Facility announced on
15 June 2023 being that the repayment date was extended to 23 December 2024
and the conversion price was reduced to 0.08 pence per share (the "Modified
Facility") were in accordance with IFRS 9 substantially different; and
ii) the Modified Facility was an equity instrument as the
conversion feature results in the conversion of a fixed amount of stated
principal into a fixed number of shares, it satisfies the 'fixed for fixed'
criterion and, therefore, it is classified as an equity instrument which
requires the valuation of the liability component and the equity conversion
component. The fair value of the liability component, included in current
borrowings, at inception was calculated using a market interest rate for an
equivalent instrument without conversion option. The discount rate applied was
25%.
Therefore the equity instrument comprising the Original Facility was deemed to
be repaid on 15 June 2023 and a new equity Instrument comprising the Modified
Facility was deemed to have been entered into on 15 June 2023.
1.3 Interest income
Interest revenue is recognised on a time proportionate basis that takes into
account the effective yield on the financial asset.
1.4 Share-based payments
The Company offered share-based payments to certain directors and advisers by
way of issues of share options, none of which to date have been exercised. The
fair value of these payments is calculated by the Company using the Black
Scholes option pricing model. The expense is recognised on a straight-line
basis over the year from the date of award to the date of vesting, based on
the Company's best estimate of shares that will eventually vest (note 18).
1.5 Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the financial instrument, and
are measured initially at fair value adjusted by transactions costs, except
for those carried at fair value through profit or loss, which are measured
initially at fair value. Subsequent measurement of financial assets and
financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and all
substantial risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
Except for those trade receivables that do not contain a significant financing
component and are measured at the transaction price in accordance with IFRS
15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those
designated and effective as hedging instruments are classified into the
following categories upon initial recognition:
• amortised cost
• fair value through profit or loss ("FVPL")
• equity instruments at fair value through other comprehensive
income ("FVOCI")
• debt instruments at FVOCI
All income and expenses relating to financial assets that are recognised in
profit or loss are presented within finance costs, finance income or other
financial items, except for expected credit losses of trade receivables which
is presented within other expenses.
Classifications are determined by both:
• The entities business model for managing the financial asset;
• The contractual cash flow characteristics of the financial assets.
Subsequent measurement financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the
following conditions (and are not designated as FVPL):
• they are held within a business model whose objective is to hold
the financial assets and collect its contractual cash flows
• the contractual terms of the financial assets give rise to cash
flows that are solely payments of principal and interest on the principal
amount outstanding
After initial recognition, these are measured at amortised cost using the
effective interest method. Discounting is omitted where the effect of
discounting is immaterial. The Group's cash and cash equivalents, trade and
most other receivables fall into this category of financial instruments.
Financial assets at fair value through profit or loss (FVPL)
Financial assets that are held within a different business model other than
'hold to collect' or 'hold to collect and sell' are categorised at fair value
through profit and loss. Further, irrespective of business model financial
assets whose contractual cash flows are not solely payments of principal and
interest are accounted for at FVPL. All derivative financial instruments fall
into this category, except for those designated and effective as hedging
instruments, for which the hedge accounting requirements apply (see below).
Investments at fair value through profit and loss ('Equity investments')
Equity investments are initially measured at cost, including transaction
costs. At each reporting date, the fair value is assessed and any resultant
gains and losses are included directly in the Consolidated Statement of Profit
and Loss under IFRS 9.
Equity instruments at fair value through other comprehensive income (Equity
FVOCI)
Investments in equity instruments that are not held for trading are eligible
for an irrevocable election at inception to be measured at FVOCI. Under Equity
FVOCI, subsequent movements in fair value are recognised in other
comprehensive income and are never reclassified to profit or loss. Dividends
from these investments continue to be recorded as other income within the
profit or loss unless the dividend clearly represents return of capital.
Debt instruments at fair value through other comprehensive income (Debt FVOCI)
Financial assets with contractual cash flows representing solely payments of
principal and interest and held within a business model of collecting the
contractual cash flows and selling the assets are accounted for at debt FVOCI.
Any gains or losses recognised in OCI will be reclassified to profit or loss
upon derecognition of the asset.
IFRS 9's impairment requirements use more forward-looking information to
recognize expected credit losses - the 'expected credit losses ("ECL") model'.
The Group considers a broader range of information when assessing credit risk
and measuring expected credit losses, including past events, current
conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in
credit quality since initial recognition or that have low credit risk ('Stage
1'); and
• financial instruments that have deteriorated significantly in
credit quality since initial recognition and whose credit risk is not low
('Stage 2')
'Stage 3' would cover financial assets that have objective evidence of
impairment at the reporting date.
'12-month expected credit losses' are recognised for the first category while
'lifetime expected credit losses' are recognised for the second category.
Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life of the
financial instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other
receivables as well as contract assets and records the loss allowance at the
amount equal to the expected lifetime credit losses. In using this practical
expedient, the Group uses its historical experience, external indicators and
forward-looking information to calculate the expected credit losses using a
provision matrix.
Classification and measurement of financial liabilities
The Group's financial liabilities include trade and other payables and
borrowings classified as an Equity Instrument.
Financial liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs unless the Group designated a
financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the
effective interest method except for derivatives and financial liabilities
designated at FVPL, which are carried subsequently at fair value with gains or
losses recognised in profit or loss (other than derivative financial
instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument's
fair value that are reported in profit or loss are included within finance
costs or finance income.
Equity Investments are accounted for under IFRS 9 Financial Instruments and
IAS 32 Presentation of Financial Instruments which requires the valuation of
the liability component and the equity conversion component. The fair value of
the liability component, is included in current borrowings, at inception using
a market interest rate for an equivalent instrument without conversion option
and the equity conversion component is expensed in the income statement within
finance costs.
If the terms of an Equity Instrument are modified they are, in accordance with
IFRS 9, considered substantially different if the discounted present value of
the cash flows under the new terms including any fees paid net of any fees
received discounted using the original effective interest rate is at least 10%
different from the discounted present value of the remaining cash flows of the
original financial liability. Where the terms of a modified Equity Instrument
are substantially different than the original Equity Instrument is treated as
repaid on the date of the modification (the "Modification Date") and a new
Equity Instrument entered into on the Modification Date.
1.6 Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term,
highly liquid investments that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value. For
the purposes of the Cash Flow Statement, cash and cash equivalents consist of
cash and cash equivalents as defined above, net of outstanding bank
overdrafts.
1.7 Trade and other receivables
Trade receivables are recognised and carried at original invoice amount less
an allowance for any expected credit loss amounts.
1.8 Foreign currency transactions 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, and
Botswana, and comprise one class of business: the exploration, evaluation and
development of mineral resources. The UK is used for the administration of the
Group and includes equity investments in non-group companies.
The Group's loss before tax arose from its operations in the UK, Argentina,
Namibia, and Botswana
For the year ended 31 December 2023
Continuing operations
UK Argentina Namibia Botswana Total
£'000 £'000 £'000 £'000 £'000
Consolidated loss before tax (4,132) (1,972) (4) 2 (6,106)
Included in the consolidated loss before tax are the following
income/(expense) items:
Foreign currency loss (7) - - - (7)
Total Assets 2,923 11 2,790 1,109 6,833
Total Liabilities (753) (105) - - (858)
For the year ended 31 December 2022
Continuing operations
UK Argentina Namibia Botswana Total
£'000 £'000 £'000 £'000 £'000
Consolidated profit before tax 1,554 (119) (1) 1,436
2
Included in the consolidated profit before tax are the following
income/(expense) items:
Foreign currency profit 125 - - - 125
Total Assets 2,386 4,856 2,522 1,029 10,793
Total Liabilities (1,004) (82) - - (1,086)
3. Operating expenses
Year ended 31 December 2023 Year ended 31 December
2022
£'000 £'000
On-going operating expenses 1,046 577
Share option expense - 29
1,046 668
4. Operating loss
Year ended 31 December 2023 Year ended 31 December
2022
The Group's operating loss is stated after charging: £'000 £'000
Parent Company auditor's remuneration - audit services 47 42
Parent Company auditor's remuneration - other services 5 7
Operating lease - premises 15 14
Foreign exchange loss/(gain) 8 (125)
5. Impairment of assets
Year ended 31 December 2023 Year ended 31 December
2022
£'000 £'000
Provision for Impairment of Assets 4,774 -
4,774 -
Having assessed the current macroeconomic challenges faced by the Argentina
economy and the negative impact this has on investor sentiment the Board have
decided to take the prudent approach of making a full impairment provision of
£4,774K against the value of its consolidated Argentinian exploration and
evaluation asset. In the Company's accounts a provision of £6,595K has been
made against the Company's Argentinean exploration and evaluation asset of
£3,129K and its investment in and loans to subsidiaries in relation to its
investment in the Argentinian project of £3,467K.
6. Taxation
Year ended 31 December 2023 Year ended 31 December
2022
UK Corporation tax £'000 £'000
- current year - -
Total current tax charge - -
Factors affecting the tax charge for the year:
Profit/(loss) on ordinary activities before tax (6,106) 1,436
Profit/(loss) on ordinary activities multiplied by the
standard rate of UK corporation tax of 23.5% (2022: 19%) (1,435) 273
Effects of:
Non-deductible expenses - -
Tax losses (unprovided deferred tax) 1,435 (273)
- -
Total tax charge
As of 1 April 2023, the main rate of UK corporation tax increased from 19% to
25%. As the company's financial year straddles this date, a blended
corporation tax rate for 2023 of 23.5% has been applied which is calculated by
apportioning the two tax rates on a weighted basis for the proportion of the
financial year for which each main tax rate was applicable.
At 31 December 2023, the Group had unused losses carried forward of
£13,000,000 (2022: £12,600,000) 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 2023 that arose from these
losses has not been recognised in respect of such losses due to the
uncertainty of future profit streams. The contingent deferred tax asset, which
has been measured at 25% based on the current tax rate, is estimated to be
£3,250,000 (2022: £3,159,000). 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
2023 of £6,106,000 (2022: £1,436,000 profit) of which £6,106,000 (2022:
£1,436,000 profit) was from Continuing Operations and £nil (2022: nil) was
from Discontinued Operations. The basic loss per share was calculated using
a weighted average number of shares in issue of 7,180,609,915 (2022:
5,051,721,316).
The diluted loss per share has been calculated using a weighted average number
of shares in issue and to be issued of 8,577,653,788 (2022: 6,262,005,415).
The diluted loss per share and the basic loss per share for 2023 are recorded
as the same amount, as the diluted earnings per share should not show a more
favourable position than the basic earnings per share
8. Directors' emoluments
Year ended 31 December 2023 Year ended 31 December
2022
£'000 £'000
The Directors' emoluments of the Group are as follows:
Wages, salaries, fees and share options 159 182
Refer to page 18 for details of the remuneration of each director.
9. Employee information
Year ended 31 December 2023 Year ended 31 December
2022
Average number of employees including directors and consultants:
Management and technical 5 5
Year ended 31 December 2023 Year ended 31 December
2022
£'000 £'000
Salaries (excluding directors' remuneration) - -
10. Plant and equipment
Consolidated Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Plant and equipment
Cost
At beginning of year 67 67 60 60
Disposal - write off of assets (67) - (60) -
Exchange differences - - - -
At end of year - 67 - 60
Depreciation
At beginning of year 65 65 60 60
Charge for the year 1 - - -
Disposal - write off of assets (66) - (60) -
At end of year - 65 - 60
- 2 - -
Net book value at end of year
11. Investments
Consolidated Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Investments under fair value through profit and loss (note 11.1) 2,072 2,182 2,072 2,182
Debt instruments under fair value through profit and loss (note 11.1) 78 78 78 78
Investment in subsidiaries (note 11.2) - - 2,780 2,771
Impairment Provision - - (864) -
Loan to subsidiaries - - 4,635 4,297
Provision for subsidiary loan recoverability - - (2,603) -
2,150 2,260 6,098 9,328
11.1 Investments
On 13 September 2021 the Company, entered into a conditional agreement with
IDM Mankayan Pty Ltd ("IDM Mankayan"), a company incorporated in Australia, to
take the Mankayan Project in the Philippines forward (the "IDM Mankayan
Agreement"). The IDM Mankayan Agreement completed on 20 October 2021 and the
Company paid A$90,000 (GBP49K)_to IDM Mankayan and owned 44 IDM Mankayan
shares (the "IDM Mankayan Investment") of the 160 shares issued by IDM
Mankayan but has no management control over or right to appoint directors of
IDM Mankayan which is why the IDM Mankayan Investment is held as an equity
investment under IFRS 9. The Mankayan project's MPSA was originally issued for
a standard 25 year period, which expired on 11 November 2021, and as
announced by the Company on 18 March 2022 has been renewed for a second 25
year term with effect from 12 November 2021.
On 26 October 2022 the Company entered into a conditional share purchase
agreement with IDM International Ltd ("IDM International") the parent company
of IDM Mankayan to sell the IDM Mankayan Investment for 19,381,054 fully paid
ordinary shares of IDM International (the "IDM International SPA"). The IDM
International SPA was conditional on approval of the IDM International SPA by
the shareholders of IDM International and completed on 27 March 2023.
On 26 October 2022 the Company entered into a convertible loan note agreement
with IDM International to invest A$137,500 (GBP 78K) in IDM International to
acquire 137,500 notes (the "IDM International Convertible Loan Note
Investment"). The Company has the right to convert the whole but not part of
the face value of each Note into IDM International Shares at A$0.20 at any
time (and as many times) prior to the Maturity Date which is 11 November 2026.
As at 31 December 2023, the fair value of the debt instrument was £78k and no
unrealised gain/loss was recognised.
Consolidated Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Investments under fair value through profit and loss
Unquoted investments 1 January 2023 2,182 49 2,182 49
(Decrease)/Increase in fair value during year(1) (110) 2,133 (110) 2,133
Unquoted investments at 31 December 2023
2,072 2,182 2,072 2,182
(1) 19,381,054 shares which represents 22.96% of the issued shares of IDM
International valued at AUD$0.20 (£0.107) per share being the share
subscription price at which at which third parties have subscribed for shares
in IDM International in 2023 and post the year end.
Investments are initially valued at cost. At each reporting date these
investments are measured at fair value with any gains or losses recognised
through the Consolidated Statement of Profit and Loss. In 2023, the Group and
Company had an unrealised loss of £110,000 (2022 - unrealised gain of
£2,133,000).
This along with other valuations are estimates based on the Directors'
assessment of the performance of the underlying investment and reliable
information such as recent fundraising. There is however inherent uncertainty
when valuing private companies such as these in the natural resources sector.
(1) 19,381,054 shares which represents 22.96% of the issued shares of IDM
International valued at AUD$0.20 (£0.107) per share being the share
subscription price at which at which third parties have subscribed for shares
in IDM International in 2023 and post the year end.
Investments are initially valued at cost. At each reporting date these
investments are measured at fair value with any gains or losses recognised
through the Consolidated Statement of Profit and Loss. In 2023, the Group and
Company had an unrealised loss of £110,000 (2022 - unrealised gain of
£2,133,000).
This along with other valuations are estimates based on the Directors'
assessment of the performance of the underlying investment and reliable
information such as recent fundraising. There is however inherent uncertainty
when valuing private companies such as these in the natural resources sector.
11.2 Investments - subsidiary undertakings
The Company's significant subsidiary undertakings held as fixed asset
investments as at 31 December 2023 were as follows:
Company Name and Country of Principal Percentage of
registered office incorporation Activity ordinary share
capital held
Held directly
Tanzania Gold Limited Ireland Holding Company 100%
FDW House, Blackthorn Business Park Coes Road, Dundalk, Co. Louth, Ireland
Virgo Resources Limited Australia Holding Company 100%
Minerva Corporate Level 8, 99 St Georges Terrace, Perth, WA 6000, Australia
Hope Copper Gold Investments Ltd BVI Holding Company 100%
Tortola Pier Park, Building 1, Second Floor, Wickhams Cay 1, Road Town,
Tortola, British Virgin Islands
Held indirectly
Anglo Tanzania Gold Limited England Holding Company 100%
Quadrant House, 4 Thomas More Square, London, E1W 1YW
Eureka Mining & Exploration SA Argentina Gold and copper exploration 100%
Independencia 219, San Salvador de Jujuy, Provincia de Jujuy, Argentina 4600
Puna Metals SA Argentina Gold and copper exploration 100%
Independencia 219, San Salvador de Jujuy, Provincia de Jujuy, Argentina 4600
Hepburn Resources Pty Ltd Australia Gold and copper exploration 100%
Minerva Corporate Level 8, 99 St Georges Terrace, Perth, WA 6000, Australia
Hope and Gorob Mining Pty Ltd Namibia Gold and copper exploration 70%
Unit 3, 2(nd) Floor, Ausspannn Plaza, Dr Agostinho Neto Road, Ausspannplatz,
Windhoek, Namibia
Hope Namibia Exploration Pty Ltd Namibia Gold and copper exploration 80%
Unit 3, 2(nd) Floor, Ausspannn Plaza, Dr Agostinho Neto Road, Ausspannplatz,
Windhoek, Namibia
Metrock Resources Pty Ltd Australia Holding Company 100%
Minerva Corporate Level 8, 99 St Georges Terrace, Perth, WA 6000, Australia
Coastal Resources Pty Ltd Australia Gold and copper exploration 100%
Minerva Corporate Level 8, 99 St Georges Terrace, Perth, WA 6000, Australia
Coastal Minerals Proprietary Limited Botswana Gold and copper exploration 100%
Plot 102 ,Unit 13, Gaborone International Commerce
Park, Gaborone, Botswana
Cypress Sources Proprietary Limited Botswana Gold and copper exploration 100%
Plot 102 ,Unit 13, Gaborone International Commerce
Park, Gaborone, Botswana
12. Exploration and evaluation assets
Consolidated Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Balance at beginning of year 8 398 7,692 3,129 3,129
Exploration expenditure 363 934 - -
Write back of liability in relation to joint venture expenditure (note 12.1)
- (228) - -
Effect of foreign currency fluctuation (88) - - -
Impairment (note 5) (4,774) (3,129)
Carried forward at end of year 3,899 8,398 - 3,129
12.1 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.
A new Environmental Impact Assessment (EIA) was presented in 2021 and approved
in February 2023 in respect of 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 new EIA approval covers environmental
monitoring and a drill program encompassing 9 drill holes of 200-300 metres
each. The Company engaged an environmental consultant to conduct the
environmental monitoring in Q3 2023 and is seeking a joint venture partner to
work with in relation to an exploration drilling program.
Notwithstanding the absence of new exploration activities on-site during the
period the directors, still intend to focus on finding a joint venture partner
for the project. However having assessed the current macroeconomic challenges
faced by the Argentina economy the Board have decided to take the prudent
approach of making a full impairment provision of £4,774,050 against the
value of its Argentinian exploration and evaluation asset.
Namibia
On 14 August 2020 the Company completed the acquisition of 100% of Virgo
Resources Ltd and its interests in the Hope Copper-Gold Project in Namibia
which comprise i) 70% of Hope and Gorob Mining Pty Ltd incorporated in Namibia
which owns EPL5796, and ii) 80% of Hope Namibia Mineral Exploration Pty Ltd
Incorporated in Namibia which owns EPL6605 and iEPL7170. The balance of the
project is held by local Namibian partners.
JORC Resource: On 27 October 2023 the Company announced an updated gross **
Mineral Resource Estimate (MRE) has been completed by Addison Mining Services
Ltd., an independent consultancy based in the United Kingdom and is reported
in accordance with the JORC Code (2012). Resources are of Indicated and
Inferred categories and include:
· A Total Mineral Resource of 15 million tonnes gross at 1.2 % Cu
for 190 thousand tonnes of Cu estimated across the Hope, Gorob Vendome and
Anomaly deposits and comprising:
o Total Indicated Resources of 1.24 million tonnes at 1.6% Cu and 0.4 g/t Au
at the Hope deposit.
o Total Inferred Resources of approximately 14 million tonnes at 1.2% Cu
across the Hope, Gorob, Vendome and Anomaly deposits, including approximately
3 million tonnes at 1.7% Cu and 0.4 g/t Au at Hope.
**Gross representing 100% estimated Resources - Bezant has a 70% interest in
the Hope and Gorob Project
During the period the company announcement on 27 October 2023 which provided
details of the updated MRE referenced above also highlighted that;
· The resource estimation has ignored gold content for all
prospects other than the Hope target on the basis that many historic boreholes
(pre-dating Bezant's involvement) were not assayed for gold and as such
Addison could not include gold in the resource compilation. Based on the
Bezant drilling programme Addison concur that it would not be unreasonable to
anticipate average grades of 0.2 to 0.4 g/t Au. The Company are considering
a programme to twin certain holes to give the independent consultant the data
to include additional gold in the resource estimate.
· The MRE identified significant potential for open pit extraction
with an open pit resource of 2.4 million tonnes and the potential, assuming
favourable Cu grades from further drilling, of increasing the size of the
practically open pittable resource for further 700,000 to 1 million tonnes
postulating an open pit that could support five years mine life at an annual
rate of 500,000 tonnes per year.
· The MRE identified that deeper parts of the orebody had the
potential to be mined underground, utilising a former concrete lined shaft
with additional access from the base of the open pit.
· Total tonnes of contained copper in Mineral Resource Estimate of
approximately 190,000 tonnes. AMS postulate that this could be significantly
increased by the drilling of untested areas where mineralization is projected
and a drilling programme targeted toward increased gold credit, thereby
increasing the overall copper equivalent grade.
· Addison has noted that there is significant exploration potential
with extensions to the existing open pit resources being extremely likely and
only omitted from the Resource Estimate due to a historic low drill density
that precludes conversion to a JORC Resource. Although there are no
guarantees, extension drilling could result in further addition to the updated
Mineral Resource.
· The Addsion MRE considers reasonably assumed metallurgical inputs
from historic test work and prior studies. Any new metallurgical test work
will inform future MRE updates and technical studies.
The Company has also since the acquisition of the Namibian projects in 2020
made several positive announcements which support the Company's confidence in
the Hope Copper-Gold Project. On 9 August 2022 the Company announcement
that; the Company has submitted a mining licence application for the
Hope-Gorob copper-gold project area on EPL5796 to the Namibian authorities;
the Mining Licence application is based on an updated Scoping Study completed
in May 2022 by external consultants incorporating historic mineral resource
estimates which did not yet include additional near-surface copper-gold
resources generated by the Company's shallow drill programme completed in
early 2022; the Scoping Study indicated that the potential for the development
of a surface and underground copper mine exists at the Hope and Gorob deposits
and recommended completion of the additional work required for optimisation of
mine development plans including the work necessary to obtain granting of
environmental permits and also recommended that further exploration work
continues to fully define resource potential at these deposits; the 2022
shallow drilling has continued to extend the strike and up-dip extension of
mineralisation at both the Hope and Vendome prospects. The new drillholes have
added more than 1.5km to the mineralised strike length, with the potential to
add significantly to the previously estimated mineral resource; and continuous
copper and gold mineralisation has been intersected in drill intercepts over
substantial downhole widths of up to 29.74m.
The Namibian authorities have a rigorous process for reviewing mining
applications regardless of the size of the proposed mining operations and the
Company's management have engaged with and met with senior officials at the
Ministry of Mines and Energy on several occasions to provide the information
requested and present the Company's plans as part of the ongoing application
review process and in anticipation of the issue of the mining licence the
Company has been conducting various technical and other studies and on 4
December 2023 announced the following updated on the development of the Hope
& Gorob project:
Ore sorting test work has been completed using a test plant located at Uis,
Namibia. The ore sorting specialist, has completed test work concluding that
"there is a very high probability that ore sorting can successfully be
employed as a pre-concentration step on the coarse Run of Mine fractions
(>10mm)".
Magnetic separation test work on <10mm fines generated during ore sorting
has also been independently assessed. The material was found to be amenable to
magnetic separation and, depending on magroll settings a Cu upgrade ratio of
between 1.5-2.0 times could be achieved in the non-magnetic fraction. Product
Cu grades ranged between 3.6-5.2% at Cu recoveries of up to 75-80%. This
indicated that a high-grade fines fraction can be produced for initial
processing with a low-grade rejects stream stockpiled for potential future
processing.
Characterisation flotation test work has also been carried out which
concluded, using a two-stage flotation circuit (Rougher - Cleaner) an upgrade
ratio of 6 times can be achieved producing a final concentrate of 28 - 30% Cu
(+ Au). No elevated levels of deleterious elements could be detected in the
final concentrate product.
Renewable power supply options are being considered ahead of selection of a
contractor for the implementation of an IPP contract to supply power to the
Hope & Gorob mine site and supporting infrastructure.
Community development initiatives have been advanced with highly positive
discussions with the Topnaar community, the nearest residents to the Hope
& Gorob Project, located approximately 40km from the mine site.
Facilitated by the Office of the Regional Governor, Bezant has received
positive feedback from the Community and the Company has instructed its
external Namibian environmental consultant to discuss proposed community-based
projects in more detail.
Engineering design & costing work has enabled the Company to move from a
conceptual design to a generally agreed flow sheet and development strategy
for the operation.
Negotiations are continuing with specific reference to acquisition of existing
infrastructure expected to significantly reduce upfront capital expenditure
and reduce lead time to production by a minimum of 18 months.
Post the year end on 9 Feb 2024 the Company announced it had undertaken a
Social and Environmental Impact Assessment (ESIA), which has been submitted to
interested and affected parties for comments and which has now been submitted
to the Namibian Ministry of Mines
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 2023 was £2,790,216 which
included capitalised exploration expenditure during the period of £194,175
(2022 £683,648).
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 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.
The Kanye Manganese Project comprises a collection of six prospecting
licenses, namely PLs 129/2019, 421/2018, 423/2018, 424/2018, PL 425/2018 and
238/2021 (the "Project Licences"), located in south-central Botswana south of
the town of Jwaneng and west of the town of Kanye and 150 km by road from the
capital Gaborone. The licenses cover a total area of 1,833 sq. km and provide
the holder with the right to prospect for Metals. Five licenses are held by
Cypress Sources Pty Ltd, a 100% owned subsidiary of Coastal Resources Pty Ltd
which in turn is 100% owned by Metrock Resources Limited, itself a 100% owned
subsidiary of Bezant Resources. The fifth licence PL 129/2019 s held by
Coastal Minerals Pty Ltd which is 100% owned by Coastal Resources Pty Ltd. the
Kanye Manganese Project is close to the K-Hill manganese deposit where a TSX
listed public company reports a PEA based on a life of project MnO grade of
15.2% yielding a NPV (8%) of US$984m and an IRR of 29.4% - a full feasibility
study was under way as of July 2023.
Prior to 2023 Reconnaissance mapping, prospecting and sampling work on the
Kanye property has been focussed on PL 129/2019 and which highlighted four
historic manganese occurrences within an 8km-belt; 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;
geological mapping indicates that the target horizon hosting high-grade
manganese may extend continuously for at least 4km between the Loltware and
Moshaneng prospects on the Bezant ground; laboratory assays from trench
sampling by Bezant at the Loltware manganese prospect (announced on 22 March
2022)
returned in-situ chip/grab sample peak results of 41.4% MnO, 49.23% MnO and
40.83% MnO from one metre wide zones of siliceous manganese mineralisation
within a continuously mineralised zone of 40m @ 11.53% MnO; At the Moshaneng
Borrow Pit, excavation of shallow clays by a local contractor for road fill
has exposed further manganese-rich pods over a width of approximately 12-15m
and a strike length of about 300m within a continuous 2km long soil anomaly.
During 2023 on 9 February 2023 the Company announced the results of its maiden
drilling programme at the Kanye Manganese project the highlights of which
were:
· Maiden Kanye drilling programme - 11 mainly shallow, angled RC
holes totaling 682m at Moshaneng prospect as well as one short diamond drill
hole at Loltware prospect.
· Moshaneng drilling intersected a zone of flat-lying detrital,
supergene manganese-iron mineralisation which appears to infill an irregular
karst surface over a minimum strike length of 400m.
· Among assay intervals encountered were:
a. 6m @ 28.64% MnO from 6m depth in hole MS-RC-12
i. Including 4m @ 35.38% MnO from 8m depth
b. 3m @ 21.85% MnO from 4m depth in hole MS-RC-06
c. 3m @ 21.20% MnO from 2m depth in hole MS-RC-07
· Potential for at least another 100m of strike extension to the
southeast of holes MS-RC-07 and MS-RC-012 would extend the total strike length
to a minimum of 500m
· Less than 25% of the more than 2km potential extent of the target
defined by soil geochemistry has been drill tested
· Grades compare favourably with reported grades on neighbouring
more advanced manganese projects and therefore the Kanye project warrants
detailed evaluation and drilling with a view to establishing the mineral
resource potential
· Drilling at Loltware encountered encouraging manganese
enhancement in core, warranting further investigation.
On 24 July 2023 and 6 September 2023 the Company announced the results of a
two phase metallurgical testing programme undertaken by Wardell Armstrong
International, the highlights of which were:
· Phase 2 work followed on from previous metallurgical testing
reported in July 2023, aiming to optimise manganese recovery from the
'Moshaneng' sample whilst minimising the reagent consumption rates to improve
process economics.
· Sulphuric acid leaching optimisation testwork found that
manganese recoveries of 99.5% were achievable at moderate process conditions,
specifically 60°C leaching temperature, 300kg/t of sulphur dioxide addition,
and 284kg/t of sulphuric acid consumption.
· Grind size had minimal influence on the final manganese recovery
with 88.0% and 88.3% manganese recovery achieved for feed material particle
size distributions of 80% passing 200µm and 80% passing 150µm respectively.
· Leaching temperature had negligible effect on the final manganese
recovery with 88.0% and 89.5% manganese recovery achieved for leach
temperatures of 60°C and 90°C respectively.
· Leach kinetics of manganese recovery were dependent on the
sulphur dioxide addition rate. Sulphur dioxide introduced incrementally,
demonstrated a staged manganese recovery.
· A Benchmark Project Review was carried out on three recent
manganese projects which were identified as having a similar geographical
location and/or producing final products of a similar specification.
a. Giyani Metals K.Hill Project Botswana;
b. Manganese X Energy Corp. Battery Hill Project Canada;
c. Euro Manganese Inc. Chvaletice Project Czech Republic;
· The Kanye manganese deposit demonstrates an excellent overall
manganese recovery using moderate leaching conditions compared with
benchmarked projects.
· The Kanye deposit composite showed a negligible increase in
manganese leaching performance at elevated temperatures, which is a favourable
outcome from an OPEX perspective.
· Having established that the Kanye mineralisation is potentially
suitable for processing to high purity manganese, the Company will now press
on with planning for further exploration at the project to expand the
footprint of the deposit and advance towards resource definition. Further
metallurgical test work will be considered at a later stage of project
advancement.
Post-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 2023 was £1,109,102 which included
capitalised exploration expenditure during the period of £80,118 (2022
£237,133).
Cyprus
On 11 November 2021 the Company announced that it had entered into a Joint
Venture Agreement with Caerus Mineral Resources PLC in relation to three of
Caerus's copper gold projects in Cyprus.
The Bezant interims to 30 June 2022 ("Bezant Interims") and 2021 accounts
recognised a carrying value of GBP228,307 under exploration and evaluation
assets and a liability of GBP227,549 as Bezant's share of the Joint Venture
expenditure. Following the change of management and business direction
announced by Caerus in 2022 the Company entered into discussions with Caerus
in relation to the Joint Venture. On 18 October 2022 the Company announced
that following these discussions, it was not possible for the parties to agree
on a mutual way forward in relation to the Joint Venture and it was mutually
agreed to terminate the Joint Venture.
The Company therefore in 2022 made the following provisions in its Company and
consolidated accounts in relation to the Cyprus Joint venture:
2023 2022
£ £
Provision against exploration and evaluation assets - 228,307
Write back of liability in relation to joint venture expenditure - (227,549)
Charge to Operating Expenses - 758
13. Trade and other receivables
Consolidated Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Due within one year:
VAT recoverable 23 47 15 25
Other debtors 201 29 201 29
224 76 216 54
14. Trade and other payables
Consolidated Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Trade creditors 238 256 133 172
Directors 16 120 16 120
Accruals 78 44 70 44
Deferred acquisition costs (note 12) - 43 - 43
332 463 219 379
15. Borrowings
Consolidated Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Balance at beginning of year 623 - 623 -
Convertible loan receipts - 700 - 700
Equity allocation (202) (154) (272) (154)
Transaction costs (70) - - -
Finance charge accrued 175 77 175 77
526 623 526 623
As announced on 30 June 2022 the Company further to its announcement of 23
November 2021 confirmed 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 interest free unsecured convertible loan
funding facility with Sanderson Capital Partners Ltd (the "Lender"), a
long-term shareholder in the Company (the "Facility"). The amount drawdown was
interest free and repayable in 12 months or can be converted at any time at
the Lender's option into Bezant shares at fixed prices for Tranche 1 of
£350,000, at 0.19 pence per share and for Tranche 2 of £350,000 at 0.225
pence per share. As the conversion feature results in the conversion of a
fixed amount of stated principal into a fixed number of shares, it satisfies
the 'fixed for fixed' criterion and, therefore, it is classified as an equity
instrument. The value of the liability component of £546,000 and the equity
conversion component of £154,000 were determined at the date of the
Drawdowns. The fair value of the liability component, included in current
borrowings, at inception was calculated using a market interest rate for an
equivalent instrument without conversion option. The discount rate applied was
25%.
Under the terms of the Facility the Lender was due;
i) a drawdown fee of £14,000 being 2% of the amount drawdown which was
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.
On 15 June 2023, the Company announced, it had by an agreement dated 14 June
2023 agreed with the Lender to extend the repayment date for the Drawdowns to
23 December 2024 (the "New Repayment Date") and adjusted the conversion prices
of Tranche 1 and Tranche 2 to 0.08 pence per share (the "New Conversion
Price"). The Company as a loan extension fee i) paid the Lender a £70,000
facility extension and documentation fee equivalent to 6.67% per year which
was settled by the issue of 87,500,000 new ordinary shares of 0.002p each
("Shares") at the New Conversion Price ("Facility Extension Fee Shares");
and ii) issue the Lender 437,500,000 warrants over Shares exercisable at 0.12
pence per Share (the "Warrant Exercise Price") exercisable for two years from
the date of the Agreement. (the "Facility Extension Fees"). The Company has an
option to convert all or part of the £700,000 drawdown if the Company's share
price exceeds 0.14 pence for 10 or more business days (the "Modified Terms").
The Company determined that the Modified Facility were in accordance with IFRS
9 substantially different from the terms of the Facility and that therefore
the equity instrument comprising the Original Facility was deemed to be repaid
on 15 June 2023.
The Modified Facility is an equity instrument as the conversion feature
results in the conversion of a fixed amount of stated principal into a fixed
number of shares, so it satisfies the 'fixed for fixed' criterion and,
therefore, it is classified as an equity instrument which requires the
valuation of the liability component and the equity conversion component. The
fair value of the liability component, included in current borrowings, at
inception was calculated using a market interest rate for an equivalent
instrument without conversion option. The discount rate applied was 25%.
16. Financial instruments
(a) Interest rate risk
As the Group has no borrowings which charge interest, so it is not exposed to
interest rate risk on financial liabilities. The Group's interest rate risk
arises from its cash held on short term deposit, which is not significant.
(b) Net fair value
The net fair value of financial assets and financial liabilities approximates
to their carrying amount as disclosed in the balance sheet and in the related
notes.
(c) Foreign currency risk
The Group undertakes certain transactions denominated in foreign currencies,
hence exposure to exchange rate fluctuations arise. The Group has not hedged
against currency depreciation but continues to keep the matter under review.
The carrying amount of the Group's foreign currency denominated monetary
assets and monetary liabilities at the reporting date is as follows:
Assets Liabilities
2023 2022 2023 2022
£'000 £'000 £'000 £'000
US Dollars 1 2 6 2
AU Dollars - 1 7 7
AR Pesos 11 8 105 82
NA Dollars - - 2 -
12 11 120 91
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 2022.
2023 2022
£'000 £'000
US Dollars 1 3
AU Dollars 1 (1)
AR Pesos 9 (5)
A 10 per cent weakening of the British Pound against the foreign currencies
listed above at 31 December 2023 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
2023 2022
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 101 98
Share subscription for cash 102 -
Shares issued for exploration project acquisitions - -
Shares issued on exercise of warrants - 1
Shares issued to settle Directors' and PDMR fees 10 1
Shares issued to settle finance cost 1 1
Shares issued to settle consultants' fees 13 -
Total ordinary shares at end of year 227 101
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
2,205 2,079
Ordinary and deferred 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.
Number of shares 2023 Number of shares 2022
Ordinary share capital is summarised below:
As at beginning of the year 5,081,399,113 4,913,028,538
Share subscription for cash ((1)) 5,075,000,000 -
Shares issued for exploration project acquisitions ((2)) 15,763,889 -
Shares issued on exercise of warrants - 41,562,500
Shares issued to settle Directors' and PDMR fees ((3)) 475,590,222 100,000,000((2))
Shares issued to settle finance cost ((4)) 87,500,000 -
Shares issued to settle consultants' fees ((5)) 645,665,645 26,808,075((3))
11,380,918,869 5,081,399,113
As at end of year
Notes re shares issued during the year
((1)) (a) on 26 April 2023 the Company issued 1,875,000,00 shares to certain
directors, investors and existing shareholders for £750,000
(b) on 18 December 2023 the Company issued 3,200,000,000 shares to
certain directors, investors and existing shareholders for £800,000
((2)) On 21 June 2023 the Company issued 15,763,889 shares in relation to the
acquisition of Virgo Resources Ltd.
((3)) (a) On 26 April 2023 the Company issued 218,700,952 shares to settle
fees due to Directors and persons discharging managerial responsibilities
under Market Abuse Regulations (PDMRS) of £174,960.
(b) On 18 December 2023 the Company issued 256,889,280 shares to
settle fees due to Directors and PDMRS of £64,222
((4)) On 21 June 2023 the Company issued 87,500,000 shares to settle finance
fees of £70,000.
((5)) (a) On 13 January 2023 the Company issued 7,926,024 shares to settle
fees due to a consultant of £6,000.
(b) On 26 April 2023 the Company issued 246,808,068 shares to settle
fees due to consultants of £101,250.
(c) On 12 May 2023 the Company issued 104,875,000 shares to settle
fees due to consultants of £41,950.
(d) On 16 November 2023 the Company issued 44,056,553 shares to
settle fees due to consultants of £20,700.
(d) On 18 December 2023 the Company issued 242,000,000 shares to
settle fees due to consultants of £60,500.
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
2023 2022
£'000 £'000
The share premium was as follows:
As at beginning of year 39,507 39,303
Share subscription for cash 1,448 -
Shares issued to settle consultants fees 218 34
Shares issued - Acquisitions 42 -
Shares issued - Finance cost 68 -
Shares issued to settle Directors' and PDMR fees 2 (#_ftn2) 230 128
Share issue costs (72) -
Warrants expired during year 31 -
Warrants exercised - 42
Warrants issued during year (41) -
41,431 39,507
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.
( )
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:
Share Options
Number Date granted Exercise price Maximum term Vesting dates
35,000,000 23/08/2018 0.5p Expire on 21/06/28 23 August 2018
25,000,000 23/08/2018 1.0p Expire on 21/06/28 31 January 2019
110,000,000 06/11/2020 0.425p Expire on 21/06/2028 Upon being granted
110,000,000 06/11/2020 0.565p Expire on 21/06/2028 31 March 2021
31,800,000 12/02/2021 0.40p Expire on 30/09/2024 Upon being granted
311,800,000
Warrants
Number Date granted Exercise price Maximum term Vesting dates
461,538,462 29/12/2021 0.25p Expire on 04/11/2024 Upon being granted
50,000,000 06/01/2022 0.25p Expire on 04/11/2024 Upon being granted
70,000,000 01/07/2022 0.25p Expire on 24/06/2025 Upon being granted
58,333,333 01/07/2022 0.30p Expire on 24/06/2025 Upon being granted
69,375,000 26/04/2023 0.04p Expire on 26/04/2025 Upon being granted
437,500,000 14/06/2023 0.12p Expire on 14/06/2025 Upon being granted
151,600,000 18/12/2023 0.025p Expire on 18/12/2026 Upon being granted
3,200,000,000 18/12/2023 0.06p Expire on 18/12/2026 Upon being granted
4,498,346,795
The number and weighted average exercise prices of the above options and
warrants are as follows:
31 December 2023 31 December 2022
Number Weighted average exercise price Number Weighted average exercise price
Outstanding at beginning of year 997,825,641 0.33p 1,282,654,694 0.30p
Share options issued - - -
Prior Years lapsed options - (27,500,000)
Lapsed/exercised warrants/options (46,153,846) 0.13p (435,662,386) 0.20p
Warrants issued 3,858,475,000 0.065p 178,333,333 0.27p
Outstanding at end of year 4,810,146,795 0.123p 997,825,641 0.33p
19. Reconciliation of movements in shareholders' funds
Consolidated Company
Year ended 31 December 2023 Year ended 31 December 2022 Year ended 31 December 2023 Year ended 31 December 2022
£'000 £'000 £'000 £'000
Total comprehensive loss for the year (1,018) 1,482 (894) 1,891
Shares issued 2,060 164 2,060 164
Currency translation differences on - - - -
foreign currency operations
Warrants exercised/expired - 43 - 43
Warrants issued - 30 - 30
Shares issued - Acquisitions - - - -
Opening shareholders' funds 9707 7,988 11,556 9,428
Closing shareholders' funds 10,749 9,707 12,722 11,556
20. Reconciliation of operating loss to net cash outflow from operating activities
Consolidated Company
Year ended 31 December 2023 Year ended 31 December 2022 Year ended 31 December 2023 Year ended 31 December 2022
£'000 £'000 £'000 £'000
Operating (loss) from all operations (1,222) (697) (986) (401)
Share options - 29 - 29
Shares issued - Legal/finance fees 176 92 176 92
Shares issued - Directors' and PDMR Fees 471 - 471 -
Foreign exchange gain 8 - 107 -
Depreciation - -
Effect of exchange differences on translation 199 - - -
(Increase)/decrease in receivables (148) (28) (161) (28)
(Decrease)Increase in payables (96) 236 (126) (48)
Net cash outflow from operating activities (612) (368) (519) (356)
21. Proceeds from the issuance of ordinary shares
Consolidated Company
Year ended 31 December 2023 Year ended 31 December 2022 Year ended 31 December 2023 Year ended 31 December 2022
£'000 £'000 £'000 £'000
Share capital and premium at end of year (note 17) 43,566 41,586 43,566 41,586
Shares issued - Legal and finance fees (70) (34) (70) (34)
Shares issued to settle Directors' and PDMR fees (239) (130) (239) (130)
Share issued on exploration project acquisition (43) - (43) -
Shares issued - Consultants fees (231) - (231) -
Warrants issued re fundraise in year 41 41
Warrants lapsed (31) - (31) -
Share Issue costs 70 70
Share capital and premium at beginning of year (41,586) (41,379) (41,586) (41,379)
1,477 43 1,477 43
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 2023 31 December 2022
Paid Due at Paid Due at
in year-end in year-end
the date the date
year year
£'000 ((2)) £'000 £'000 £'000
Colin Bird ((1)) 106 4 42 50
Metallurgical Management Services Pty. Ltd ((3)) 24 1 4 10
R Siapno 9 3 12 -
R. Samtani 73 - - 33
Silver Investments Ltd ((4)) 48 8 13 24
260 16 71 117
((1)) Colin Bird 2022 fee includes the issue of 30,769,231 warrants issued to
Colin Bird in lieu of fees and which were valued at £17,969 using a Black and
Scholes option pricing model using a risk-free rate of 0.25% and a volatility
rate of 86.86%.
((2))Fees paid in 2023 includes £117,000 unpaid from 2022.
((3)) Metallurgical Management Services Pty. Ltd is a consultancy company
controlled by the director Dr. Evan Kirby.
((4)) Silver Investments Ltd is a consultancy company controlled by the
director Edward Slowey.
An amount of £15,250 was paid during 2023 (2023: £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
Metallurgical Management Services Pty. Ltd is a consultancy company controlled
by the director Dr. Evan Kirby.
Silver Investments Ltd is a consultancy company controlled by the director
Edward Slowey.
23. Commitments
Non-cancellable lease rentals payable as follows:
2023 2022
£'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
On 5 March 2024 the Company announced that by an agreement dated 4 March 2024
it had agreed with Sanderson Capital Partners Limited ("Sanderson Capital" or
the "Lender") to extend the repayment date for the £700,000 drawn down under
the unsecured convertible loan funding facility entered into with Sanderson
Capital on 22 November 2021 (the "Facility") (the "Agreement") to 31 July 2025
and that the £700,000 drawn down is now convertible by the Lender at the
fixed price of 0.06 pence per share (the "New Conversion Price").
On 15 March 2024 the Company announced that, in aggregate, 447.5 million
options over ordinary shares of 0.002 pence each in the capital of the Company
("Ordinary Shares") have been 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 447,500,000 Options, 170,000,000 have been
awarded to directors of the Company, 125,000,000 to non-director PDMRs and the
balance of 152,500,000, to other eligible participants. 223,750,000 Options
have an exercise price of 0.06 pence per Ordinary Share and the balance of
223,750,000 Options have an exercise price of 0.08 pence per Ordinary Share.
The last award of Options by the Company was in November 2020 ("November 2020
Award"). Options awarded to existing option holders will vest upon a material
corporate event as determined by the remuneration committee ("Corporate
Event") but would include a change of control, sale of a project, granting of
a mining licence at the Company's Hope and Gorob project in Namibia, obtaining
of financing for the proposed mine at Hope and Gorob and similar events.
The Options awarded to persons who do not already have options and who did not
participate in the November 2020 Award have vested immediately.
On 10 June 2024 the Company announced it has entered into an exclusive
collaboration agreement with PCB Mining Limited ("PCB Mining") on 7 June 2024
in relation to its small scale exploration licence 24988-HQ-LEL in Zambia
("PCB Licence"). Bezant will earn a 15% interest in the PCB Licence / PCB
Mining ("PCB Project") by providing a project restart plan for PCB Mining and
assisting PCB Mining in obtaining financing for the project restart.
PCB Mining exclusive collaboration agreement
On 7 June 2024 Bezant entered into an exclusive collaboration agreement with
PCB Mining Limited ("PCB Mining") in relation to its small scale exploration
licence 24988-HQ-LEL in Zambia ("PCB Licence"). Bezant will earn a 15%
interest in the PCB Licence / PCB Mining by providing a project restart plan
for PCB Mining and assisting PCB Mining in obtaining financing for the project
restart. The key commercial terms are:
1. Services to be provided: PCB Mining have advised there is a plant on site
owned by PCB Mining and PCB Mining wish to appoint Bezant on an exclusive
basis for 180 days to;
a. prepare and construct a capital and operating cost budget to recommence
mining operations at the Project ("Project Restart"); and
b. assist PCB Mining in obtaining finance for the Project Restart and the
appointment of a mine contractor and engineering consultant to oversee the
recommencement of the Project Restart
(the "Services").
2. Commencement of Services: Bezant are to commence the Services within 15
days of the agreement. Commencement is defined as both physical activity
within the Licence boundaries and desktop studies related to the Services
which will include technical, financial and legal due diligence in relation to
a project of this nature.
3. Fee for Services: The fee for the Services is a 15% interest in the PCB
Licence and / or PCB Mining.
4. Trigger for Issue of 15%: In the event of the completion of funding for the
Project Restart or a proposed change of control of PCB Mining and or sale of
equity in or joint venture of PCB Mining or the Project ("Trigger Event") then
Bezant has the right to be issued by PCB Mining that number of PCB Mining
shares ("Bezant's PCB Mining shares") that taking into account Bezant's PCB
Mining shares equals 15% of PCB Mining's issued share capital as enlarged by
the issue of the Bezant's PCB Mining shares and the issue of any unissued
shares or shares related to options or other rights to subscribe for PCB
Mining shares.
5. Right to Match: Bezant have the right but not the obligation to match the
terms offered by a mine contractor in relation to the Project Restart ("Right
To Match"). In the event that Bezant exercise their Right To Match then
Bezant will be issued a 40% shareholding in PCB Mining (inclusive of the 15%
Fee for the Services).
6. No commitment to Obtain Financing: Bezant makes no representation or
commitment that it will be able to obtain funding for the Project Restart.
Licence Information: As per Zambia Mining Cadastre accessed on 7 June 2024:
1) Licence 24988-HQ-LEL is a small scale exploration licence covering 375.4434
ha in the name of PCB Mining Limited (the "PCB Licence");
2) The PCB Licence was applied for on 24 June 2019 and the granted on 11
January 2023 and has an expiry date of 10 January 2027; and
2) The PCB Licence is for cobalt, copper, gold, iron ore, lead, manganese,
silver, zinc.
The PCB Licence is located in the north-western province of Zambia. The PCB
Licence was subject to a dispute over ownership between PCB Mining and ZCCM-IH
to which PCB Mining obtained judgment in its favour dated 11(th) September
2023. The Company understands from PCB Mining that ZCCM-IH has not exercised
its right to appeal within the stipulated time and so have no legal claim to
the PCB Licence but notwithstanding this it is possible that the PCB Licence
could in the future be subject to further or new challenges or other
disagreements.
Information on PCB Mining: PCB Mining Limited was registered on 28 November
2018 in Zambia with company number 120180010015 and its main activity is the
PCB Project. The non-executive chairman of PCB Mining is Caleb Amos Mulenga
and its executive director is Lukonde Makungu who is also an executive
director of Cooperlemon Consultancy Limited which is a private Zambian based
mining consultancy firm.
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.
1 (#_ftnref1) Bezant owns 70% of the Hope and Gorob project.
(#_ftnref2)
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