REG - Bezant Resources PLC - Fund raise, Director fees, joint Broker and TVR
12/04/2023 07:00
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RNS Number : 8817V Bezant Resources PLC 12 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW COMMON SHARES OF BEZANT RESOURCES PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 ("MAR") AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). MARKET
SOUNDINGS, AS DEFINED IN MAR, WERE TAKEN IN RESPECT OF THE PLACING WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF THIS INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
12 April. 2023
Bezant Resources Plc
("Bezant" or the
"Company")
£750K Fundraise including directors to
facilitate copper gold mining operation,
Issue of equity to Directors in lieu of fees at a
premium to placing & appointment of joint broker
Bezant (AIM: BZT), the copper-gold exploration and development company, is
pleased to announce a fundraising of £750,000 from directors, existing
shareholders and investors to facilitate copper gold mining operation, the
issue of shares to Directors and PDMR at a premium to the share price to
settle £174,961 of accrued fees ("Conversion Shares") and the settling of
£101,250 of consultancy fees by the issue of shares to consultants
("Consultant Shares") to conserve the Company's working capital,
Fundraising: The Company has raised £750,000 before expenses (the
"Fundraising") at 0.04 pence per Ordinary Share (the "Fundraising Price") for
the issue of 1,875,000,000 new Ordinary Shares (the "Fundraising Shares")
conditional upon admission of the Fundraising Shares to trading on AIM
("Admission"). The Fundraising comprises a placing of 1,375,000,000 new
Ordinary Shares (the "Placing Shares") for £550,000 at the Fundraising Price
(the "Placing"), via Shard Capital Partners LLP, and share subscriptions for
500,000,000 new Ordinary Shares at the Fundraising Price to raise £200,000
(the "Share Subscriptions"). The Fundraising includes £25,000 by Colin Bird,
Bezant's Executive Chairman for 62,500,000 Fundraising Shares and £15,000 by
Raju Samtani, Bezant's Finance Director for 37,500,000 Fundraising Shares
together representing 5.33 per cent. of the total Fundraising amount.
Use of Proceeds: The net proceeds from the Fundraising are planned to be used
in relation to the following project activities;
i) on the Hope Copper-Gold project in Namibia whilst we await the issue of a
mining licence
a) technical and other studies targeting a 8,000 tonnes p.a. open pit
copper / gold mining operation in 2024 & obtaining non-equity financing
for the mining operation;
b) a reconnaissance drilling programme to prove the concept on a large new
target 56 km from the Hope project identified by the Company's airborne survey
and prior exploration to establish the target's potential for an independent
operation; and
c) planning drilling to target an increase in the existing 10Mt Mineral
Resource
ii) on the Kanye manganese project in Botswana with the main focus on
metallurgical test work, preliminary in-house Mineral Resource estimation and
to plan for follow-up drilling;
iii) on the Mankayan Copper-Gold project in the Philippines to support the
Company's 26.26% interest in the project;
iv) on the Eureka project in Argentina to maintain licence holding costs and
to continue dialogue with third parties interested in acquiring or earning
into the project
and also on corporate overheads and to provide working capital for the Group.
Colin Bird, Executive Chairman of Bezant, commented:
"The focus for the use of the Fundraising proceeds, whilst we await the issue
of a mining licence at the Hope and Gorob project, are i) technical studies
and negotiations with contractors, and the obtaining of non-equity financing
with a view to commencing operation in 2024 at a 8,000 tonnes p.a. copper/
gold mine and ii) to undertake reconnaissance exploration at a separate
clearly defined anomaly identified by the Company's airborne survey and
previous exploration to establish its potential as an independent operation.
At the Kayne manganese project in Botswana the focus will be metallurgical
test work and in-house Mineral Resource estimation and planning follow up
drilling. We look forward to updating shareholders on these activities."
Director & other PDMR Conversion Shares: The Company has agreed to settle
£174,960 of outstanding remuneration due to its directors, another PDMR and
their related parties (the "Outstanding Fees") at 0.08 pence per new ordinary
shares ("Director's Conversion Price") _to conserve the Company's cash by the
issue of 218,700,942 new ordinary shares (the "Conversion Shares") (the "Fee
Conversion). The Director's Conversion Price represents a premium of 19 per
cent. to the closing middle market price of an Ordinary Share of .0675 pence
on 11 April 2023, being the latest practicable date prior to this
announcement. As shown in the table below £128,406 of the Outstanding Fees
is owed to directors of the Company (or their service companies) and related
parties and £46,554 is owed to Quantum Capital & Consulting Limited, a
personal service company of Michael Allardice who is a person discharging
managerial responsibilities on behalf of the Company.
Person Period of Outstanding Fees Accrued Fees (£) Conversion Shares
Colin Bird March 22 - March 23 71,500 89,375,000
Raju Samtani March 22 - March 23 26,000 32,499,967
Ed Slowey May 22 - March 23 16,500 20,625,000
Dr. Evan Kirby May 22 - March 23 14,406 18,008,075
Directors Total 128,406 160,508,042
Michael Allardice March 22 - March 23 46,554 58,192,900
Other PDMRs Total 46,554 58,192,900
Total Directors and PDMR 174,960 218,700,942
Consultant Shares: Consultant Shares will comprise 246,808,068 new Ordinary
Shares will be issued to settle £101,250 of fees due to consultants. Of the
Consultant Shares to be issued 238,125,000 new Ordinary shares will be issued
at the Fundraising Price to settle £95,250 of fees and 8,683,068 new Ordinary
shares will be issued at 0.691 pence per share, which is the 3 month VWAP of
the Bezant share price for the three months to 9 March 2023, to settle
consultancy fees of £6,000 due in relation to the three months to 9 March
2023.
Joint Broker: The Company is pleased to announce the appointment of Shard
Capital Partners LLP as a joint broker with immediate effect.
Further Details on the Fundraising: Pursuant to the Fundraising, in aggregate,
1,875,000,000 Fundraising Shares will be issued at the Fundraising Price to
certain Directors, existing shareholders and new investors conditional upon
Admission. The Fundraising Price represents a discount of 41 per cent. to
the closing middle market price of an Ordinary Share of 0.0675 pence on 11
April 2023, being the latest practicable date prior to this announcement.
The Company is also issuing a warrant to Shard to subscribe for 69,375,000 new
Ordinary Shares exercisable at the Fundraising Price for a period of two years
from Admission ("Broker Warrants").
The Fundraising Shares represent, in aggregate, approximately 25.2 per cent.
of the Company's enlarged issued share capital (as enlarged by the issue of
the Fundraising Shares and the Fee Conversion Shares). The Fundraising Shares
will be fully paid and rank pari passu in all respects with the Company's
existing Ordinary Shares.
Related Party Transaction - Fundraising as Colin Bird and Raju Samtani are
directors of the Company and in light of the size of their participation in
the Fundraising is being treated as a related party transaction pursuant to
Rule 13 of the AIM Rules for Companies. Accordingly, the independent
directors, being Ronnie Siapno, Dr. Evan Kirby and Ed Slowey, having consulted
with the Company's Nominated Adviser, Beaumont Cornish Limited, consider Colin
Bird and Raju Samtani's participation in the Fundraising to be fair and
reasonable insofar as the Company's shareholders are concerned.
Related Party Transaction - Conversion Shares As Messrs. Bird, Samtani, and
Slowey and Dr. Kirby are directors of the Company the issue of Fee Conversion
Shares to them is being treated as a related party transaction pursuant to
Rule 13 of the AIM Rules for Companies. Accordingly, the independent director,
being Mr. Ronnie Siapno, having consulted with the Company's Nominated
Adviser, Beaumont Cornish Limited, consider the issue of Conversion Shares to
Messrs. Bird, Samtani, and Slowey and Dr. Kirby to be fair and reasonable
insofar as the Company's shareholders are concerned.
Director's update shareholdings: The table below shows the current
shareholdings of Directors and their related parties and their shareholdings
after the issue of the Fundraising Shares, Conversion Shares and Consultant
Shares
Shareholdings
Director & Position Current Fundraising Shares Conversion Shares Updated shareholding % @ Admission
Colin Bird: Chairman 168,125,655 62,500,000 89,375,000 320,000,655 4.31%
Raju Samtani: Finance Director 48,611,111 37,500,000 32,499,967 118,611,078 1.60%
Ed Slowey: Technical Director _ _ 20,625,000 20,625,000 0.28%
Dr. Evan Kirby: Non Executive 7,479,374 _ 18,008,075 25,487,449 0.34%
Ronnie Siapno: Non Executive 1,333,334 _ _ 1,333,334 0.02%
Application to trading on AIM: The Fundraising is conditional on Admission.
Application will be made to the London Stock Exchange for the 1,875,000,000
Fundraising Shares, 218,700,942 Conversion Shares and 246,808,068 Consultant
Shares (the "New Shares") to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings in the Placing Shares
will commence at 8.00 a.m. on 26 April 2023.
Total Voting Rights after Fundraising: Following the issue of the New Shares
the Company's total issued share capital will consist of 7,429,834,147
Ordinary Shares with voting rights. The Company does not hold any Ordinary
Shares in treasury and accordingly there are no voting rights in respect of
any treasury shares.
On Admission, the abovementioned figure of 7,429,834,147 Ordinary Shares may
be used by shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their interest in,
or a change to their interest in, Bezant under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Further AIM Disclosures
On 6 April 2023 Sanderson Capital Partners Ltd were interested in 236,469,231
Shares. Sanderson Capital Partners Ltd are investing £175,000 in the
Fundraising and after the issue of the New Shares will be interested in
673,969,231 Shares representing 9.07% of the Company's enlarged issued share
capital on Admission of the New Shares.
For further information, please contact:
Bezant Resources Plc
Colin Bird
+27 726 118 724
Executive Chairman
Beaumont Cornish (Nominated Adviser) +44 (0) 20 7628 3396
Roland Cornish
Novum Securities Limited (Joint Broker) +44 (0) 20 7399 9400
Jon Belliss
Shard Capital Partners LLP (Joint Broker) +44 (0) 20 7186 9952
Damon Heath
or visit http://www.bezantresources.com (http://www.bezantresources.com)
Disclaimer
Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Nominated Adviser
("Nomad") to the Company in connection with the matters contained in this
announcement, and will not be acting for any other person or otherwise be
responsible to any person for providing the protections afforded to clients of
Beaumont Cornish or for advising any other person in respect of the matters
set out in this announcement or any transaction, matter or arrangement
referred to in this announcement. Beaumont Cornish's responsibilities as the
Company's Nomad are owed solely to London Stock Exchange and are not owed to
the Company or to any Director or to any other person in respect of his or her
decision to acquire any shares in the Company. Furthermore, Beaumont Cornish
has not approved or authorised the release of this announcement in whole or in
part, directly or indirectly into The United States, Canada, Australia, Japan
or The Republic of South Africa or any other jurisdiction in which such
release, publication or distribution would be unlawful.
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 by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").
PDMR Notification Forms:
The notifications below are made in accordance with the requirements of MAR.
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Colin Bird
2. Reason for the Notification
a) Position/status Executive Chairman & Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Bezant Resources PLC
b) LEI 2138008K9GRXDUVYVK15
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument ordinary shares of 0.002 pence each
Identification code ISIN: GB00B1CKQD97
TIDM: AIM:BZT
b) Nature of the Transaction Issue of subscription shares for £25,000
Issue of conversion shares to settle accrued fees of £71,500
c) Price(s) and volume(s) Subscription Shares Conversion Shares
No. of Shares 62,500,000 89,375,000
Price 0.04 pence 0.08 pence
d) Aggregated information Issue of 151,875,000 shares
Aggregated volume
e) Date of the transaction 11 April 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 151,875,000 shares
e)
Date of the transaction
11 April 2023
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Raju Samtani
2. Reason for the Notification
a) Position/status Finance Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Bezant Resources PLC
b) LEI 2138008K9GRXDUVYVK15
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument ordinary shares of 0.002 pence each
Identification code ISIN: GB00B1CKQD97
TIDM: AIM:BZT
b) Nature of the Transaction Issue of placing shares for £15,000
Issue of conversion shares to settle accrued fees of £26,000
c) Price(s) and volume(s) Placing Shares Conversion Shares
No. of Shares 37,500,000 32,499,967
Price 0.04 pence 0.08 pence
d) Aggregated information Issue of 69,999,967 shares
Aggregated volume
e) Date of the transaction 11 April 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 69,999,967 shares
e)
Date of the transaction
11 April 2023
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Edward Slowey
2. Reason for the Notification
a) Position/status Technical Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Bezant Resources PLC
b) LEI 2138008K9GRXDUVYVK15
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument ordinary shares of 0.002 pence each
Identification code ISIN: GB00B1CKQD97
TIDM: AIM:BZT
b) Nature of the Transaction Issue of conversion shares to settle accrued fees of £16,500
c) Price(s) and volume(s) Conversion Shares
No. of Shares 20,625,000
Price 0.08 pence
d) Aggregated information Issue of 20,625,000 shares
Aggregated volume
e) Date of the transaction 11 April 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 20,625,000 shares
e)
Date of the transaction
11 April 2023
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Dr. Evan Kirby
2. Reason for the Notification
a) Position/status Non-Executive Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Bezant Resources PLC
b) LEI 2138008K9GRXDUVYVK15
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument ordinary shares of 0.002 pence each
Identification code ISIN: GB00B1CKQD97
TIDM: AIM:BZT
b) Nature of the Transaction Issue of conversion shares to settle accrued fees of £14,406
c) Price(s) and volume(s) Conversion Shares
No. of Shares 18,008,075
Price 0.08 pence
d) Aggregated information Issue of 18,008,075 shares
Aggregated volume
e) Date of the transaction 11 April 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 18,008,075 shares
e)
Date of the transaction
11 April 2023
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Michael Graham Allardice / Quantum Capital and Consulting Limited
2. Reason for the Notification
a) Position/status Group Company Secretary / Consulting company of Michael Graham Allardice
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Bezant Resources PLC
b) LEI 2138008K9GRXDUVYVK15
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument ordinary shares of 0.002 pence each
Identification code ISIN: GB00B1CKQD97
TIDM: AIM:BZT
b) Nature of the Transaction Issue of conversion shares to settle accrued fees of £46,554
c) Price(s) and volume(s) Conversion Shares
No. of Shares 58,192,900
Price 0.08 pence
d) Aggregated information Issue of 58,192,900 shares
Aggregated volume
e) Date of the transaction 11 April 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 58,192,900 shares
e)
Date of the transaction
11 April 2023
f)
Place of the transaction
Outside a trading venue
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