REG - Bezant Resources PLC - Fundraising, Directors' holdings, Fee shares, TVR
24/12/2024 12:30
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RNS Number : 3278R Bezant Resources PLC 24 December 2024
24 December 2024
Bezant Resources Plc
("Bezant" or the "Company")
£560K Fundraise to advance Hope and Gorob project
Issue of equity to Directors and consultants in lieu of fees
Total Voting Rights
Bezant (AIM: BZT), the copper-gold exploration and development company, is
pleased to announce a fundraising of £560,000 from directors, existing
shareholders, and investors at 0.02 pence per Ordinary Share ( The
"Fundraising Price") for pre-development expenditure on its Namibian Hope
& Gorob copper gold mining operation and for general working capital
requirements.
In addition, as detailed below and to assist the Company in conserving cash
the Company will be issuing new Ordinary Shares to Directors and PDMRs to
settle accrued fees due to them ("Conversion Shares") and consultants to
settle accrued fees due to them ("Consultant Shares") both instances at 0.03
pence per Ordinary Share (the "Accrued Fees Conversion Price") without any
warrants. The Accrued Fees Conversion Price is a 50% premium to the
Fundraising Price and a 25% premium to the closing middle market price of an
Ordinary Share of 0.024 pence on 23 December 2024, being the latest
practicable date prior to this announcement..
Fundraising:
The Company has raised £560,000 before expenses (the "Fundraising") at the
Fundraising Price or the issue of 2,800,000,000 new Ordinary Shares (the
"Fundraising Shares") conditional upon admission of the Fundraising Shares to
trading on AIM ("Admission"). The Fundraising comprises a placing of
2,100,000,000 new Ordinary Shares (the "Placing Shares") for £420,000 at the
Fundraising Price (the "Placing"), via Shard Capital Partners LLP and share
subscriptions for 700,000,000 new Ordinary Shares at the Fundraising Price to
raise £140,000 (the "Subscription Shares"). The Fundraising includes £20,000
subscribed for by Colin Bird, Bezant's Executive Chairman for 100,000,000
Placing Shares and £10,000 by Raju Samtani, Bezant's Finance Director for
50,000,000 Subscription Shares together representing 5.36% per cent. of the
total Fundraising amount.
Use of Proceeds: The net proceeds from the Fundraising are planned to be used
in relation to pre-development expenditure on its Namibian Hope & Gorob
copper gold mining operation and also on corporate overheads and to provide
working capital for the Group.
Further Details on the Fundraising:
Pursuant to the Fundraising, in aggregate, 2,800,000,000 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 17 per cent. to the closing middle market price
of an Ordinary Share of 0.024 pence on 23 December 2024, being the latest
practicable date prior to this announcement. Each participant in the
Fundraising will also receive one (1) warrant exercisable at 0.04 pence per
ordinary share for three years from Admission for each Fundraising Share
issued. The Company is also issuing a warrant to Shard Capital Partners LLP to
subscribe for a total of 105,00,000 new Ordinary Shares exercisable at the
Fundraising Price for a period of three years from Admission ("Broker
Warrants").
The Fundraising Shares represent, in aggregate, approximately 17.2 per cent.
of the Company's enlarged issued share capital as enlarged by the issue of the
Conversion Shares. The Fundraising Shares will be fully paid and rank pari
passu in all respects with the Company's existing Ordinary Shares.
Director & other PDMR Conversion Shares:
In accordance with the authority granted at its Annual General Meeting on 31
July 2024, the Company was authorised to settle accrued fees at the
fundraising price if done within 30 days of a fundraise notwithstanding this
the Board have determined that the Company settle £123,216 of outstanding
remuneration due to its directors, and PDMRs (the "Outstanding Fees") at the
Accrued Fees Conversion Price ("Director's Conversion Price") by the issue of
410,719,998 new ordinary shares (the "Conversion Shares") (the "Fee
Conversion").
As shown in the table below £86,966 of the Outstanding Fees are owed to
directors of the Company (or their service companies) and £36,250 is owed to
Quantum Capital & Consulting Limited, a personal service company of
Michael Allardice and M Churchouse Consultancy Limited a personal service
company of Martyn Churchouse who are persons discharging managerial
responsibilities on behalf of the Company.
Consultant Shares
In accordance with the authority granted at its Annual General Meeting on 31
July 2024, the Company was authorised to settle accrued fees at the
fundraising price if done within 30 days of a fundraise notwithstanding this
the Board have agreed that the Consultant Shares will comprise 237,999,999 new
Ordinary Shares that will be issued to settle £71,400 of fees due to
consultants to be issued at the Accrued Fees Conversion Price.
Related Party Transaction - Fundraising
As Colin Bird and Raju Samtani are directors of the Company 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 and Mr Allardice is a director of a subsidiary undertaking 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, Dr. Kirby and Mr
Allardice to be fair and reasonable insofar as the Company's shareholders are
concerned.
Related Party Transaction - Consultant Shares
The issue of 35,000,000 Consultant Shares to Lion Mining Finance a company
controlled by Colin Bird to settle accrued fees of £10,500 for the period
June to December 2024 and the issue of 35,000,000 Consultant Shares to Colin
Bird's wife Sylvia Vrska to settle accrued fees of £10,500 for the period
April 2023 to December 2024 are related party transaction under Rule 13 of the
AIM Rules for Companies. The Directors ,other than Colin Bird by reason of
his interest in these transactions, having consulted with the Company's
Nominated Adviser, Beaumont Cornish Limited, consider the issue of Consultant
Shares to Lion Mining Finance' Ltd and Sylvia Vrska 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
associates and their shareholdings after the issue of the Fundraising Shares,
Conversion Shares and Consultant Shares
Application to trading on AIM:
The Fundraising is conditional on Admission. Application will be made to the
London Stock Exchange for the 2,800,000,000 Fundraising Shares, 410,719,999
Conversion Shares and 237,999,999 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 3 January 2024.
Total Voting Rights after Fundraising: Following the issue of the New Shares
the Company's total issued share capital will consist of 15,752,779,679
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 15,752,779,679 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.
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/Asia Szusciak
Shard Capital Partners LLP (Joint Broker) +44 (0) 20 7186 9952
Damon Heath
Novum Securities Limited (Joint Broker) +44 (0) 20 7399 9400
Jon Belliss
or visit http://www.bezantresources.com (http://www.bezantresources.com)
Qualified Person:
The technical information contained in this announcement has been reviewed,
verified, and approved by Colin Bird, CC.ENG, FIMMM, South African and UK
Certified Mine Manager and Director of African Pioneer plc, with more than 40
years' experience mainly in hard rock mining.
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 placing shares for £20,000
Issue of conversion shares to settle accrued fees of £50,400
c) Price(s) and volume(s) Fundraising Shares Conversion Shares
No. of Shares 100,000,000 167,999,999
Price 0.02 pence 0.03 pence
d) Aggregated information Issue of 267,999,999 shares
Aggregated volume
e) Date of the transaction 23 December 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 267,999,999 shares
e)
Date of the transaction
23 December 2024
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 subscription shares for £10,000
Issue of conversion shares to settle accrued fees of £16,666
c) Price(s) and volume(s) Fundraising Shares Conversion Shares
No. of Shares 50,000,000 55,553,333
Price 0.02 pence 0.03 pence
d) Aggregated information Issue of 105,553,333 shares
Aggregated volume
e) Date of the transaction 23 December 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 105,553,333 shares
e)
Date of the transaction
23 December 2024
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 £13,500
c) Price(s) and volume(s) Conversion Shares
No. of Shares 45,000,000
Price 0.03 pence
d) Aggregated information Issue of 45,000,000 shares
Aggregated volume
e) Date of the transaction 23 December 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 45,000,000 shares
e)
Date of the transaction
23 December 2024
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 £6,400
c) Price(s) and volume(s) Conversion Shares
No. of Shares 21,333,333
Price 0.03 pence
d) Aggregated information Issue of 21,333,333 shares
Aggregated volume
e) Date of the transaction 23 December 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 21,333,333 shares
e)
Date of the transaction
23 December 2024
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 £30,000
c) Price(s) and volume(s) Conversion Shares
No. of Shares 100,000,000
Price 0.03 pence
d) Aggregated information Issue of 100,000,000 shares
Aggregated volume
e) Date of the transaction 23 December 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 100,000,000 shares
e)
Date of the transaction
23 December 2024
f)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Martyn Churchouse / M Churchouse Consultancy Limited
2. Reason for the Notification
a) Position/status Technical Consultant / Consulting company of Martyn Churchouse
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 £6,250
c) Price(s) and volume(s) Conversion Shares
No. of Shares 20,833,333
Price 0.03 pence
d) Aggregated information Issue of 20,833,333 shares
Aggregated volume
e) Date of the transaction 23 December 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 20,833,333 shares
e)
Date of the transaction
23 December 2024
f)
Place of the transaction
Outside a trading venue
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