REG - Bezant Resources PLC - Interim Results for Six Months Ended 30 June 2025
30/09/2025 07:00
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RNS Number : 2928B Bezant Resources PLC 30 September 2025
30 September 2025
Bezant Resources Plc
("Bezant" or the "Company")
Interim Results for the Six Months Ended 30 June 2025
Bezant (AIM: BZT), the copper-gold exploration and development company,
announces its unaudited interim results for the six months ended 30 June 2025.
Chairman's Statement
Dear Shareholders,
The period under review has been occupied mainly by all of the items that go
into a final stage pre-mining planning and the obtaining of environmental
applications required for the issue of the Hope and Gorob Mining Licence.
Operational and corporate events in six months to 30 June 2025
We have now received full commissions from the Namibian Ministry of Mines to
proceed with the development of the Hope and Gorob project. Currently we are
re-evaluating all previous tenders to ensure that pricing is consistent with
2025 pricing. We are also, investigating ways to limit the timeline to
production, which involves every aspect of the operation from mining to final
concentrate production. We are in the processing of placing firm orders for
key items of equipment, which could have a long lead time and thus, prejudice
our target for advancing operations.
We are assessing a number of joint venture and third-party involvement in the
Hope and Gorob project and will form a conclusion consistent with our finance
requirements as and when appropriate. We are pushing for accelerated
production. On the supply side copper concentrate shortages materialising in
2026 will be unprecedented in copper supply history. We feel that with no
new copper production projects on the horizon, production at Hope and Gorob
together with 17km of highly significant exploration ground will direct the
trade to recognising that Hope and Gorob is an exceptional situation.
During the period the merger between IDM International Ltd, through which we
held our interest in the Mankayan copper gold project, with ASX listed
Blackstone Minerals Ltd ("IDM Merger") was announced and completed this means
we now hold our interest via Blackstone Minerals shares and recorded a gain of
£4.1 million on the completion of the IDM Merger.
During the period we issued shares in relation to the £560K fundraising
announced on 24 December 2024 and to settle £249K of accrued fees and
completed the sale of the Eureka project in Argentina.
Financial highlights:
Unaudited £4.1 million profit after tax for the six months ended 30 June 2025
(unaudited 30 June 2024: loss of £487K) and earnings per share of 0.027 pence
(unaudited 30 June 2024 loss of 0.004 pence per share). Total assets at 30
June 2025 of £9.9 million (31 December 2024: £5.1 million).
Operational and corporate post period end events
Post the period end on 14 August 2025 we announced a conditional share
purchase agreement to acquire a 90% shareholding in Namib Lead and Zinc Mining
(Proprietary) Limited ("NLZM") from CL US Minerals LLC. NLZM owns an ore
processing plant ("NLZM Processing Plant") which once modified it is proposed
to use to process copper - gold run of mine ("RoM") ore from Hope and Gorob
which has been pre-concentrated on-site using dry ore sorting technology.
The agreement to acquire the NLZM plant is a pivotal move in developing our
Hope and Gorob resource. The NLZM Processing Plant has undergone significant
test-work and is fit for purpose, notwithstanding the fact that the Company
intends to upgrade certain aspects of the plant flow sheet to further improve
efficiency and productivity. Upon commencement of production and the
generation of free cashflow we intend to explore the mineralisation between
Hope and Gorob and along the remaining 97km of prospective strike length with
a view to develop a significant mining resource in excess of 500,000 tonnes of
contained copper equivalent. On key sensitivities we have carried out the
appropriate test-work including pilot scale test-work on ore sorting, which
proved to be very positive.
Post the period end we issued shares in relation to the exercise of warrants
for £54K and have announced the sale of Blackstone Minerals shares for
proceeds of approximately £179K.
Outlook:
Namibia remains an excellent jurisdiction, in which to work and the
fundamental for copper remains very strong and we will in due course be
calling a general meeting of shareholders to approve the share purchase
agreement to acquire 90% of NLZM and with it the NLZM Processing Plant.
The Battery/Manganese project in Botswana shows potential for expansion and
continuity after a round of geophysical work, we intend to carry out an
extension and definition programme when conditions are appropriate.
We look forward to a strong second half, where our Hope and Gorob project
advances significantly towards meeting some of the copper shortfall.
Colin Bird
Executive Chairman
30 September 2025
For further information, please contact:
Bezant Resources Plc
+44 (0)20 3416 3695
Colin Bird Executive Chairman
Beaumont Cornish (Nominated Adviser) +44 (0) 20 7628 3396
Roland Cornish / Asia Szusciak
Novum Securities Limited (Joint Broker)
Jon Belliss +44 (0) 20 7399 9400
Shard Capital Partners LLP (Joint Broker)
Damon Heath +44 (0) 20 7186 9952
Beaumont Cornish (Nominated Adviser)
Roland Cornish / Asia Szusciak
+44 (0) 20 7628 3396
Novum Securities Limited (Joint Broker)
Jon Belliss
+44 (0) 20 7399 9400
Shard Capital Partners LLP (Joint Broker)
Damon Heath
+44 (0) 20 7186 9952
or visit http://www.bezantresources.com (http://www.bezantresources.com)
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).
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.
Group Statement of Profit and Loss
For the six months ended 30 June 2025
Notes Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2025 2024
£'000 £'000
CONTINUING OPERATIONS
Group revenue - -
- -
Cost of sales
Gross profit - -
Operating expenses (344) (294)
Share based payments 4 - (53)
(344) (347)
Group operating loss
Other gains/(losses) 8 4,348 (28)
Finance Costs 62 (64)
Impairment of assets - (48)
Profit / (Loss) before taxation 4,066 (487)
- -
Taxation
Profit / (Loss) for the period 4,066 (487)
Attributable to: 4,066 (487)
Owners of the Company
- Continuing operations 4,000 (487)
- Discontinued operations 66 -
Non-controlling interest - -
4,066 (487)
Profit / (Loss) per share (pence)
Basic profit /(loss) per share from continuing operations 5 0.027 (0.004)
Diluted profit / (loss) per share from continuing operations 5 0.018 (0.004)
Group Statement of Other Comprehensive Income
For the six months ended 30 June 2025
Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2025 2024
£'000 £'000
Other comprehensive income:
Profit /(loss) for the period 4,066 (487)
Items that may be reclassified to profit or loss:
Foreign currency reserve movement (5) (22)
4,061 (509)
Total comprehensive profit /(loss) for the period
Group Statement of Changes in Equity
For the six months ended 30 June 2025
Share Capital Share Premium Other Reserves(1) Retained Losses Total
£'000 £'000 £'000 £'000 Equity
£'000
Unaudited - six months ended 30 June 2025
Balance at 1 January 2025 2,224 41,663 3,659 (42,447) 5,099
Current period profit - - - 4,066 4,066
Foreign currency reserve - - (5) - (5)
Total comprehensive loss for the period - - (5) 4,066 4,061
Proceeds from shares issued 56 504 - - 560
Share issue costs - (275) - - (275)
Shares issued - in lieu of fees 16 223 - - 239
Warrants issued - - 249 - 249
Warrants expired - - (20) 20 -
Equity component of borrowings - - 2 - 2
2,296 42,115 3,885 (38,361) 9,935
Balance at 30 June 2025
Share Capital Share Premium Other Reserves(1) Retained Losses Total
£'000 £'000 £'000 £'000 Equity
£'000
Unaudited - six months ended 30 June 2024
Balance at 1 January 2024 2,205 41,431 4,127 (41,788) 5,975
Current period loss - - - (487) (487)
Foreign currency reserve - - (22) - (22)
Total comprehensive loss for the period - - (22) (487) (509)
Proceeds from shares issued - - - - -
Share issue costs - (51) - - (51)
Share based payments -options - - 53 - 53
Equity component of borrowings - - - -
2,205 42,115 4,158 (42,275) 5,468
Balance at 30 June 2024
(1) Other reserves is made up of the share-based payment and foreign exchange
reserve.
Group Balance Sheet
As at 30 June 2025
Unaudited Audited
30 31
June December
2025 2024
Notes £'000 £'000
ASSETS
Non-current assets
Investments 7 6,093 1,993
Exploration and evaluation assets 8 4,602 4,192
Total non-current assets 10,695 6,185
Current assets
Trade and other receivables 34 56
Cash and cash equivalents 113 88
Total current assets 147 144
TOTAL ASSETS 10,842 6,329
LIABILITIES
Current liabilities
Trade and other payables 355 614
Borrowings 10 552 616
Total current liabilities 907 1,230
9,935 5,099
NET ASSETS
EQUITY
Share capital 11 2,296 2,224
Share premium 11 42,115 41,663
Share-based payment reserve 1,402 1,173
Foreign exchange reserve 458 463
Merger reserve 1,831 1,831
Other reserves 194 192
Retained losses (38,361) (42,447)
9,935 5,099
TOTAL EQUITY
Group Statement of Cash Flows
For the six months ended 30 June 2025
Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2025 2024
Notes £'000 £'000
Net cash outflow from operating activities 12 (188) (90)
Cash flows from/(used) in investing activities
Deferred exploration expenditure (479) (263)
(479) (263)
Cash flows from financing activities
Proceeds from sale of equity investments 181 -
Payments from disposal of subsidiaries (23) -
Proceeds from issue of ordinary shares 560 -
Costs re issuance of ordinary shares (26) (51)
Borrowings - -
692 (51)
Increase/(decrease) in cash 25 (404)
Cash and cash equivalents at beginning of period 88 560
Foreign exchange movement - -
Cash and cash equivalents at end of period 113 156
Notes to the interim financial information
For the six months ended 30 June 2024
1. Basis of preparation
The unaudited interim financial information set out above, 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 International Financial Reporting Standards ("IFRS"),
including IFRS 6 'Exploration for and Evaluation of Mineral Resources', as
adopted by the European Union ("EU") and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS.
These interim results for the six months ended 30 June 2025 are unaudited and
do not constitute statutory accounts as defined in section 434 of the
Companies Act 2006. The financial statements for the year ended 31 December
2024 have been delivered to the Registrar of Companies and the auditors'
report on those financial statements was unqualified and contained a material
uncertainty pertaining to going concern.
Going concern basis of accounting
The Group made a profit from all operations for the six months ended 30 June
2025 after tax of £4.07 million (2024: loss of £0.49 million), which
includes a non cash gain and fair value adjustment profit of £4.28 million
and had negative cash flows from operations and is currently not generating
revenues. Cash and cash equivalents were £113K as at 30 June 2025 (December
2024 £88K).
On 26 February 2025 the Company announced that the repayment date for the
£700,000 drawdowns under the Sanderson Capital Facility Agreement had been
extended to 31 July 2026. 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 realize 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.
2 Significant accounting judgments, estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined
based on estimates and assumptions of future events. The key estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of certain assets and liabilities within the next annual
reporting year are:
Share-based payment transactions:
The Group measures the cost of equity-settled transactions with directors,
consultants and employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is
determined by using a Black and Scholes model which takes into account
expected share volatility, strike price, term of the option and the dividend
policy.
Impairment of investments, options and deferred exploration expenditure:
The Group determines whether investments (including those acquired during the
period), options and deferred exploration expenditure are impaired when
indicators, based on facts and circumstances, suggest that the carrying amount
may exceed its recoverable amount. Such indicators include the point at which
a determination is made as to whether or not commercial mining reserves exist
in the subsidiary or associate in which the investment is held or whether
exploration expenditure capitalised is recoverable by way of future
exploitation or sale, obviously pending completion of the exploration
activities associated with any specific project in each segment.
Fair value of assets and liabilities acquired on acquisition of subsidiaries
The Group determines the fair value of assets and liabilities acquired on
acquisition of subsidiaries by reference to the carrying value at the date of
acquisition and by reference to exploration activities undertaken and/or
information that the Directors become aware of post acquisition (note 8).
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.
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 ("Facility") (note 10) 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%.
As detailed in Note 10 there have been modifications to the Facility in 2023,
2024 and 2025 and on each occasion the Company has determined that the
modifications were in accordance with IFRS 9 substantially different from the
pre-existing terms of the Facility and that therefore the equity instrument
comprising the pre-existing facility was deemed to be repaid on the date of
the modifications.
3. Segment reporting
For the purposes of segmental information, the operations of the Group are
focused in geographical segments, namely the UK, Namibia, and Botswana, which
comprise one class of business: the exploration, evaluation and development of
mineral resources and Argentina which is discontinued (see Note 10). The UK is
used for the administration of the Group and assessing new projects and
includes equity investments in non-group companies. The Group's loss before
tax from continuing operation arose from its operations in the UK, Namibia,
and Botswana.
The Group's loss before tax arose from its operations in the UK, Argentina
Namibia and Botswana.
For the six months ended 30 June 2025 - unaudited Continuing operations Discontinued Total
UK Botswana Namibia Argentina
£'000 £'000 £'000 £'000 £'000
Consolidated profit before tax 4,000 - - 66 4,066
Included in the consolidated profit before tax are the following
income/(expense) items:
Foreign currency loss - - - - -
At 30 June 2025
Total Assets 6,240 1,172 3,430 - 10,842
Total Liabilities (907) - - - (907)
For the six months ended 30 June 2024 - unaudited Continuing operations Discontinued Total
UK Botswana Namibia Argentina
£'000 £'000 £'000 £'000 £'000
Consolidated loss before tax (451) - - (36) (487)
Included in the consolidated loss before tax are the following
income/(expense) items:
Foreign currency loss - - - - -
At 31 December 2024
Total Assets 2,120 1,151 3,042 17 6,329
Total Liabilities (1,144) - - (86) (1,230)
4. Share based payments
6 months ended 30 June 2025 6 months ended 30 June 2024
£'000 £'000
Share option expense - Directors - 20
Share option expense - Management - 33
- 53
5. Loss per share
The basic and diluted profit per share for the six months ended 30 June 2025
was 0.027 pence per shares (2024: loss 0.004 pence) and has been calculated
using the loss attributable to equity holders of the Company for the
six months ended 30 June 2025 of £4,066,000 (2024: loss of £487,000). The
basic and diluted loss per share was calculated using a weighted average
number of shares in issue of 14,953,536,025 (2024: 11,380,918,869).
The diluted earnings per share for the six months ended 30 June 2025 was 0.018
pence per share and has been calculated using a weighted average number of
shares in issue and to be issued of 22,566,802,250. Use of the weighted
average number of shares in issue in the period recognises the variations in
the number of shares throughout the period and is in accordance with IAS 33 as
is the fact that the diluted earnings per share should not show a more
favourable position than the basic earnings per share which is why for 2024
the diluted loss per share was 0.004 pence.
7. Investments
Unaudited Audited
30 31
June December
2025 2024
£'000 £'000
Investments under fair value through profit and loss: IDM International shares
(note 7.1)
1,915
Investments under fair value through profit and loss Blackstone Minerals
Shares (note 7.1)
6,033
Other Investments - Blackstone Minerals Options (note 7.1) 60
Debt instruments under fair value through profit and loss - 78
6,093 1,993
7.1 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 Copper Golf 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 to acquire 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.
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.
On 6 February 2025 the Company announced that IDM through which the Company
held its interest in the Mankayan Copper Gold project in the Philippines
("Mankayan Project") had announced a proposed merger with ASX listed
Blackstone Minerals Ltd ("Blackstone")("IDM Merger") and that on 5 February
2025 Bezant converted its AUD137,500 IDM Convertible Loan Note (plus accrued
interest) and received 752,143 IDM shares and 343,750 options to acquire IDM
shares at AUD0.40 expiring on 5 February 2029 ("IDM Loan Note Conversion").
On 27 June 2025 the Company announced the IDM Merger has been completed.
IDM Shareholders received 7.4 Blackstone shares for every 1 (one) IDM share
they held with fractional entitlements rounded down and the Company has been
issued 139,365,650 Blackstone shares and 2,543,750 options to acquire
Blackstone shares at AUD0.06 expiring on 5 February 2029 for its IDM shares
and IDM options
IDM International Limited shares Unaudited Audited
30 June 2025 31 December 2024
£'000 £'000
Investments under fair value through profit and loss
Unquoted investments beginning of period 1,915 2,072
(Decrease) / Increase in fair value during period (14) (157)
Unquoted investments sold during the period (181) -
Unquoted investments subject to IDM merger (1,720)
Unquoted investments at end of period
- 1,915
( )
Gain on IDM Merger Unaudited
£'000
Fair values at IDM Merger
Blackstone Mineral Ltd shares acquired 5,834
Blackstone Mineral Ltd options acquired *** 60
IDM Shares exchanged (1,720)
IDM Convertible (78)
Gain on IDM Merger
4,096
*** Other investments
In accordance with the terms of the IDM Merger the Company also received
2,543,750 unlisted options in Blackstone Minerals Ltd valued at £60,000 using
the Black Scholes valuation model.
( )
Blackstone Minerals Ltd shares Unaudited Audited
30 June 2025 31 December 2024
£'000 £'000
Investments under fair value through profit and loss
Quoted investments at beginning of period - -
Shares acquired on IDM Merger 5,834 -
(Decrease) / Increase in fair value during period 199 -
Quoted investments at end of period
6,033 -
( )
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 the six months to 30
June 2025, the Group and Company had an unrealised gain of £199,000 (YE 31
December 2024 loss of £157,000).
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.
( )
Gain on IDM Merger Unaudited
£'000
Fair values at IDM Merger
Blackstone Mineral Ltd shares acquired 5,834
Blackstone Mineral Ltd options acquired *** 60
IDM Shares exchanged (1,720)
IDM Convertible (78)
Gain on IDM Merger
4,096
*** Other investments
In accordance with the terms of the IDM Merger the Company also received
2,543,750 unlisted options in Blackstone Minerals Ltd valued at £60,000 using
the Black Scholes valuation model.
( )
Blackstone Minerals Ltd shares Unaudited Audited
30 June 2025 31 December 2024
£'000 £'000
Investments under fair value through profit and loss
Quoted investments at beginning of period - -
Shares acquired on IDM Merger 5,834 -
(Decrease) / Increase in fair value during period 199 -
Quoted investments at end of period
6,033 -
( )
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 the six months to 30
June 2025, the Group and Company had an unrealised gain of £199,000 (YE 31
December 2024 loss of £157,000).
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.
8. Other gains / (losses)
Unaudited Unaudited
30 30
June June
2025 2024
£'000 £'000
Gain on IDM Merger (note 7.1) 4,096 -
(Decrease) / Increase in fair value during period
IDM Shares (note 7.1) (14) (28)
Blackstone Shares 199 -
Gain on sale of discontinued operations *** 67
4,349 (28)
Gain / (loss) for period
*** The company sold its interest in the Eureka Project on 21
May 2025 by selling Puna Metals S.A. which held the 12 licences comprising the
Eureka Project for US$170,000 of which US$120,000 was used to settle creditors
of Puna Metals S.A.
9. Exploration and evaluation assets
Unaudited Audited
30 31
June December
2025 2024
£'000 £'000
Balance at beginning of period 4,192 3,899
Exploration expenditure 410 363
Effect of foreign currency fluctuation impairment - (94)
4,602 4,192
Carried forward at end of period
9.1 Exploration Assets
Argentina
The Eureka Project comprises 12 licences 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, held by Puna Metals S.A. covering, in aggregate, an area in
excess of approximately 5,500 hectares and accessible via a series of gravel
roads.
As indicated in Note 5 having assessed the current macroeconomic challenges
faced by the Argentina economy and the negative impact this had on investor
sentiment and the intention to sell the Eureka Project the Board in 2023
decided to take the prudent approach of making a full impairment against the
value of its consolidated Argentinian exploration and evaluation asset so
there is no exploration asset as at 31 December 0224 in relation to the Eureka
Project.
On 21 May 2025 the Company announced the completion of the share purchase
agreement for the sale of Puna Metals S.A. ("Puna") which holds the 12
licences comprising the Eureka Project located in the Republic of Argentina
("Eureka Project") to Ajax Resources Plc ("Ajax") (LSE: AJAX) for US$170,000.
9.2 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
3million 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.
The Company submitted its Mining Licence application in August 2022 and
received confirmation of the granting of the Mining Licence in October 2024
with the issue by the Ministry of Mines & Energy of a Letter of
Preparedness confirming the issue of the Licence subject to the granting of an
Environmental Clearance Certificate ("ECC") by the Ministry of Environment
& Tourism and any other statutory requirements. The ECC was subsequently
granted in April 2025. The Company announced on 25 June 2025 the issue by
the Ministry of Mines and Energy of the formal mining certificate for Mining
Licence ML 246 which is valid until 31 March 2040 to Hope and Gorob Mining
(Pty) Ltd which is 70% owned by Bezant.
During the intervening period between August 2022 and April 2025 and in
anticipation of the activation of the Licence, the Company undertook a range
of studies aimed at facilitating a speedy transition towards mine development.
These studies included dry ore sorting, flotation and magnetic separation
metallurgical test work that successfully demonstrated that Hope & Gorob
ore could be separated into waste and mineralised material via dry ore sorting
with the subsequent generation of a high quality final copper - gold
concentrate through conventional flotation processing. Studies also
demonstrated the benefits of magnetic separation to remove magnetite ahead of
flotation.
Renewable power supply options were investigated with reputable third party
providers consulted as to the optimised route for the Project to adopt at the
Hope & Gorob mine site. A preferred partner has been identified that will
provide renewable power using solar panels.
For the purposes of planning, a focus was placed on the first few years of
production and in particular the development of the Hope open pit and the
subsequent development either of a pit extension towards the JCI Shaft or a
move towards underground development of a higher grade resource. The work was
undertaken by an independent external consultant with specific work streams
focusing on open pit and stope optimisation of the Hope Mineral Resource
together with production scheduling and pit design.
Hope pit design indicated potential for a 2.4Mt run of mine resource at a
copper grade of 1.25% Cu and a gold grade of 0.25g/t Au offering approximately
5years life of mine for the first pit assuming a production rate of 480,000
tonnes per annum. At an estimated operating cost of US$50.8 per tonne, based
on actual up to date costs provided by contractors and suppliers expected to
contribute to Project development and operation, it was demonstrated that one
tonne of contained copper in concentrate would cost US$5,020 per tonne to
produce.
Stope optimisation of the extension to the initial Hope open pit indicated
potential for an underground resource of approximately 1Mt at a grade of 2.04%
Cu and 0.48g/t Au. This offers a further 4-year life of mine at an underground
production rate of 220,000 tonnes per annum. Alternatively it was demonstrated
that this additional resource forming the extension to the Hope open pit could
also be mined from the open pit provided a much higher stripping ratio was
accepted.
Further studies confirmed the presence of an additional 1.01Mt of open
pittable ore at Gorob and Vendome on the opposite flank of the deposit's
syncline. This potential additional feedstock has a grade of 1.28% Cu.
Engineering design & costing work which has enabled the Company to move
from a conceptual design to a final flow sheet and development strategy for
the future operation; Negotiations which are ongoing 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.
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
excellent advice from the local Namibian government representatives that
should ensure that initiatives funded by the Company will have a positive
impact on the Community.
Exploration licences 5796, 6605 and 7170 were also extended by the Ministry of
Mines and Energy in 2024. Post the period end on 3 April 2025 the Company
announced the award of an ECC for the Hope and Gorob project mining licence
246 on EPL 5796.
Note: The grade and tonnage figures used in this note are based on the Hope
& Gorob Updated Mineral Resource Estimate which includes Indicated and
Inferred Resources - refer to RNS dated 27 October 2023.
The Company has 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 and in the period announced on; 30 January 2025 a
Hope & Gorob Mine Planning Update; on 3 April 2025 the award of an ECC for
the Hope and Gorob project mining licence 246 (ML 246) on EPL 5796; and on 26
June 2025 the formal issue of the mining certificate for ML 246 which is valid
until 31 March 2040.
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 30 June 2025 £3,430,000 (31 December 2024
£3,041,000).
9.3 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 had historical trenching results that
yielded high grade manganese oxide ("MnO") in boulders. The project area is
near the ground of a TSX listed public company, Giyani Metals, which is aiming
to become a low-carbon producer of high-purity manganese sulphate monohydrate
(HPMSM), a precursor material used by lithium-ion battery manufacturers for
the expanding electric vehicle (EV) market.. Mineralisation discovered at
Kanye occurs at the same stratigraphic level as at the main Giyani Metals
K-Hill deposit.
By far the most prospective licence on acquisition was PL 129/2019 and the
other licences were acquired as they were available at no additional cost.
During the period 4 of the original exploration licences have not been renewed
due to low prospectivity and that they were not considered as necessary for
the development of the Kanye Manganese Project. The Kanye Manganese Project
currently comprises two prospecting licenses, namely PL 129/2019, and PL
424/2018 (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 866.53 sq. km and provide
the holder with the right to prospect for Metals. Both licenses are currently
in the renewal process to extend their validity to end march 2027. PL 424/2018
is 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. Licence PL 129/2019 is
held by Coastal Minerals Pty Ltd which is 100% owned by Coastal Resources Pty
Ltd. itself a 100% owned subsidiary of Bezant Resources.
On 27 August 2024 the Company announced the positive outcome of geophysical
surveying at PL 129/2019 which is the main licence at the Kanye manganese
project in Botswana. The survey was planned to assist in extending the
potential footprint of the deposit discovered by earlier Bezant Resources
exploration. Highlights were that:
· IP/resistivity geophysical surveying has traced near surface
areas of high conductivity/low resistivity which could reflect manganiferous
mineralisation for about 900m to the NW of the previously exposed manganese
occurrence in the Moshaneng borrow pit, making 1.4km of potential target
strike extent in total.
· The geophysical anomaly extends up to 300m width in places,
double that in the area already drill tested, and remains open further to the
NW beyond the limit of the survey.
Previously 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 acquisition the company's exploration activities and
exploration activities have been very much focussed on PL 129/2019 and 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 30 June 2025 was £1,172,000 (31 December 2024 was
£1,151,000).
9.2 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.
The Company submitted its Mining Licence application in August 2022 and
received confirmation of the granting of the Mining Licence in October 2024
with the issue by the Ministry of Mines & Energy of a Letter of
Preparedness confirming the issue of the Licence subject to the granting of an
Environmental Clearance Certificate ("ECC") by the Ministry of Environment
& Tourism and any other statutory requirements. The ECC was subsequently
granted in April 2025. The Company announced on 25 June 2025 the issue by
the Ministry of Mines and Energy of the formal mining certificate for Mining
Licence ML 246 which is valid until 31 March 2040 to Hope and Gorob Mining
(Pty) Ltd which is 70% owned by Bezant.
During the intervening period between August 2022 and April 2025 and in
anticipation of the activation of the Licence, the Company undertook a range
of studies aimed at facilitating a speedy transition towards mine development.
These studies included dry ore sorting, flotation and magnetic separation
metallurgical test work that successfully demonstrated that Hope & Gorob
ore could be separated into waste and mineralised material via dry ore sorting
with the subsequent generation of a high quality final copper - gold
concentrate through conventional flotation processing. Studies also
demonstrated the benefits of magnetic separation to remove magnetite ahead of
flotation.
Renewable power supply options were investigated with reputable third party
providers consulted as to the optimised route for the Project to adopt at the
Hope & Gorob mine site. A preferred partner has been identified that will
provide renewable power using solar panels.
For the purposes of planning, a focus was placed on the first few years of
production and in particular the development of the Hope open pit and the
subsequent development either of a pit extension towards the JCI Shaft or a
move towards underground development of a higher grade resource. The work was
undertaken by an independent external consultant with specific work streams
focusing on open pit and stope optimisation of the Hope Mineral Resource
together with production scheduling and pit design.
Hope pit design indicated potential for a 2.4Mt run of mine resource at a
copper grade of 1.25% Cu and a gold grade of 0.25g/t Au offering approximately
5 years life of mine for the first pit assuming a production rate of 480,000
tonnes per annum. At an estimated operating cost of US$50.8 per tonne, based
on actual up to date costs provided by contractors and suppliers expected to
contribute to Project development and operation, it was demonstrated that one
tonne of contained copper in concentrate would cost US$5,020 per tonne to
produce.
Stope optimisation of the extension to the initial Hope open pit indicated
potential for an underground resource of approximately 1Mt at a grade of 2.04%
Cu and 0.48g/t Au. This offers a further 4-year life of mine at an underground
production rate of 220,000 tonnes per annum. Alternatively it was demonstrated
that this additional resource forming the extension to the Hope open pit could
also be mined from the open pit provided a much higher stripping ratio was
accepted.
Further studies confirmed the presence of an additional 1.01Mt of open
pittable ore at Gorob and Vendome on the opposite flank of the deposit's
syncline. This potential additional feedstock has a grade of 1.28% Cu.
Engineering design & costing work which has enabled the Company to move
from a conceptual design to a final flow sheet and development strategy for
the future operation; Negotiations which are ongoing 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.
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
excellent advice from the local Namibian government representatives that
should ensure that initiatives funded by the Company will have a positive
impact on the Community.
Exploration licences 5796, 6605 and 7170 were also extended by the Ministry of
Mines and Energy in 2024. Post the period end on 3 April 2025 the Company
announced the award of an ECC for the Hope and Gorob project mining licence
246 on EPL 5796.
Note: The grade and tonnage figures used in this note are based on the Hope
& Gorob Updated Mineral Resource Estimate which includes Indicated and
Inferred Resources - refer to RNS dated 27 October 2023.
The Company has 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 and in the period announced on; 30 January 2025 a
Hope & Gorob Mine Planning Update; on 3 April 2025 the award of an ECC for
the Hope and Gorob project mining licence 246 (ML 246) on EPL 5796; and on 26
June 2025 the formal issue of the mining certificate for ML 246 which is valid
until 31 March 2040.
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 30 June 2025 £3,430,000 (31 December 2024
£3,041,000).
9.3 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 had historical trenching results that
yielded high grade manganese oxide ("MnO") in boulders. The project area is
near the ground of a TSX listed public company, Giyani Metals, which is aiming
to become a low-carbon producer of high-purity manganese sulphate monohydrate
(HPMSM), a precursor material used by lithium-ion battery manufacturers for
the expanding electric vehicle (EV) market.. Mineralisation discovered at
Kanye occurs at the same stratigraphic level as at the main Giyani Metals
K-Hill deposit.
By far the most prospective licence on acquisition was PL 129/2019 and the
other licences were acquired as they were available at no additional cost.
During the period 4 of the original exploration licences have not been renewed
due to low prospectivity and that they were not considered as necessary for
the development of the Kanye Manganese Project. The Kanye Manganese Project
currently comprises two prospecting licenses, namely PL 129/2019, and PL
424/2018 (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 866.53 sq. km and provide
the holder with the right to prospect for Metals. Both licenses are currently
in the renewal process to extend their validity to end march 2027. PL 424/2018
is 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. Licence PL 129/2019 is
held by Coastal Minerals Pty Ltd which is 100% owned by Coastal Resources Pty
Ltd. itself a 100% owned subsidiary of Bezant Resources.
On 27 August 2024 the Company announced the positive outcome of geophysical
surveying at PL 129/2019 which is the main licence at the Kanye manganese
project in Botswana. The survey was planned to assist in extending the
potential footprint of the deposit discovered by earlier Bezant Resources
exploration. Highlights were that:
· IP/resistivity geophysical surveying has traced near surface
areas of high conductivity/low resistivity which could reflect manganiferous
mineralisation for about 900m to the NW of the previously exposed manganese
occurrence in the Moshaneng borrow pit, making 1.4km of potential target
strike extent in total.
· The geophysical anomaly extends up to 300m width in places,
double that in the area already drill tested, and remains open further to the
NW beyond the limit of the survey.
Previously 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 acquisition the company's exploration activities and
exploration activities have been very much focussed on PL 129/2019 and 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 30 June 2025 was £1,172,000 (31 December 2024 was
£1,151,000).
10 Borrowings
Unaudited Audited
30 June 2025 31 December 2024
£'000 £'000
Balance at beginning of period 616 526
Convertible loan repaid (616) (526)
Borrowings 700 700
Equity allocation (192) (192)
Finance charge accrued 44 108
552 616
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 was 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;
i) extend the repayment date for the Drawdowns to 23
December 2024 (the "New Repayment Date");
ii) adjusted the conversion prices of Tranche 1 and Tranche
2 to 0.08 pence per share (the "New Conversion Price");
iii) 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 (the
"Target Conversion Price") for 10 or more business days; and
iv) the Company as a loan extension fee
a. 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
b. issued 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 Warrants") (the "Facility Extension
Fees").
(the "2023 Modified Terms") (the "2023 Modified Facility") .
The Company determined that the 2023 Modified Facility was in accordance with
IFRS 9 substantially different from the terms of the Facility and that
therefore the equity instrument comprising the Facility was deemed to be
repaid on 14 June 2023.
On 5 March 2024, the Company announced, it had by an agreement dated 4 March
2024 agreed with the Lender to;
i) extend the repayment date for the Drawdowns to 31 July
2025 (the "2024 Further Revised Repayment Date"); and
ii) and adjusted the conversion prices of Tranche 1 and
Tranche 2 to 0.06 pence per share (the "2024 Further Revised Conversion
Price")
(the "2024 Modified Terms") (the "2024 Modified Facility") .
The Company determined that the 2024 Modified Facility was in accordance with
IFRS 9 substantially different from the terms of the 2023 Modified Facility
and that therefore the equity instrument comprising the 2023 Modified Facility
was deemed to be repaid on 5 March 2024. There was a gain of £28,000 on the
settlement of borrowings.
On 27 February 2025 the Company announced that by an agreement dated 26
February 2025 it had agreed with the Lender;
i) to extend the repayment date for the Drawdowns to 31 July
2026;
ii) to reduce the conversion prices of Tranche 1 and Tranche
2 to 0.025 pence per share;
iii) to extend the expiry date of the Facility Warrants by one
year to 14 June 2026; and
iv) reduce the Target Conversion Price to 0.05 pence per
share; and
v) the Company may at its sole election prepay the whole or
part of the Loan on any day prior to its maturity date upon giving not less
than 20 days' prior written notice to the Lender ("Prepayment Notice") and
paying the Lender a cash premium equal to X where X = 25% multiplied by
((the number of days from date of receipt of the Loan to the repayment date)
divided by 360). The Company may issue more than one Prepayment Notice. Once
a Prepayment Notice has been given the Lender cannot convert that portion of
the Loan that the Prepayment Notice relates to.
(the "2025 Modified Terms") (the "2025 Modified Facility") .
The Company determined that the 2025 Modified Facility was in accordance with
IFRS 9 substantially different from the terms of the 2024 Modified Facility
and that therefore the equity instrument comprising the 2024 Modified Facility
was deemed to be repaid on 25 February 2025. T
The 2025 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%.
11. Share capital
Unaudited Audited
30 31
June December
2025 2024
£'000 £'000
Number
Authorised
5,000,000,000 ordinary shares of 0.002p each 100 100
5,000,000,000 deferred shares of 0.198p each (1) 9,900 9,900
10,000 10,000
( 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.
Allotted ordinary shares, called up and fully paid
As at beginning of the period 246 227
Share subscription for cash 56 15
Shares issued in lieu of directors' fees 6 -
Shares issued to settle consultants fees 10 4
Total ordinary shares at end of period 318 246
Allotted deferred shares, called up and fully paid ((2))
As at beginning of the period 1,978 1,978
Total deferred shares at end of period 1,978 1,978
2,296 2,224
Ordinary and deferred as at end of period
Number of shares 30 June Number of shares 31 December 2024
2025
Ordinary share capital is summarised below:
As at beginning of the period 12,304,059,682 11,380,918,869
Share subscription for cash ((1)) 2,800,000,000 714,285,714
Shares issued to settle Directors' and PDMR fees ((2)) 648,719,997 -
Shares issued to settle consultants' fees ((3)) 167,809,490 208,855,099
15,920,589,169 12,304,059,682
As at end of period
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 period
Notes re shares issued during the year
((1)) On 2 January 2025 the Company issued 2,800,000,000 shares in relation
to a placement raising £560,000.
((2)) On 2 January 2025 the Company issued 648,719,997 shares to settle fees
due to Directors and persons discharging managerial responsibilities under
Market Abuse Regulations (PDMRS) of £196,616.
((3)) On 19 May 2025 the Company issued 167,809,490 shares to settle fees
due to Consultants of £44,940.
Unaudited Audited
30 31
June December
2025 2024
£'000 £'000
The share premium was as follows:
As at beginning of period 41,663 41,431
Share subscription for cash 504 235
Shares issued to settle consultants fees 142 47
Shares issued to settle Directors' and PDMR fees 81 -
Share issue costs (275) (50)
42,115 41,663
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.
12. Reconciliation of operating loss to net cash outflow from operating activities
Unaudited Unaudited
Six Six
months months
ended 30 June ended 30 June
2025 2024
£'000 £'000
Operating profit/(loss) from all operations (343) (487)
Share based payments - 53
Impairments - 75
Finance Charge - non cash - 64
Foreign exchange movement (21) (21)
Shares issued - Directors fees 87 -
Share issued - Consultants 153 -
(Increase)/decrease in receivables 22 182
Increase/(decrease) in payables (78) 44
(188) (90)
Net cash outflow from operating activities
13. Subsequent events
The Company has made the following announcements on the dates indicated:
On 9 July 2025 that pursuant to the exercise of warrants at a price of 0.025p
per share in terms of the fundraising announced on 4 December 2023 the Company
was issuing a total of 120,000,000 fully paid ordinary shares of 0.002p each
in the Company which rank pari passu with the existing ordinary shares in the
Company ("Ordinary Shares").
On 11 July 2025 that pursuant to the exercise of warrants at a price of 0.02p
per share in terms of the fundraising announced on 24 December 2024 the
Company was issuing a total of 105,000,000 Ordinary Shares.
On 11 September 2025 that pursuant to the exercise of warrants at a price of
0.04p per share in terms of the fundraising announced on 24 December 2024 the
Company was issuing a total of 8,000,000 Ordinary Shares.
On 14 August 2025 that the Company had on 13 August 2025 entered into a
conditional share purchase agreement to acquire a 90% shareholding in Namib
Lead and Zinc Mining (Proprietary) Limited ("NLZM") from CL US Minerals LLC
("Vendor") ("Share Purchase Agreement" or "Agreement"). NLZM owns an ore
processing plant ("NLZM Processing Plant") which once modified it is proposed
to use to process copper - gold run of mine ("RoM") ore from Hope and Gorob
which has been pre-concentrated on-site using dry ore sorting technology.
Highlights
· The acquisition of the NLZM Processing Plant removes the longest
lead item in the Hope and Gorob mine plan, and accelerates production by at
least 2 years, whilst eliminating of the significant capital cost required to
build a processing plant of this type.
· The structure of the Agreement is a USD2.5m payment on completion
together with royalty payments based on processing plant throughput and copper
and other ore sales.
· The acquisition of NLZM Processing Plant provides Bezant with a
multi-purpose facility, which can be utilised to treat the copper and gold ore
from the Hope and Gorob mine and also at a future date the zinc - lead -
silver ore identified in the associated underground mine owned by NLZM.
· RoM material from the Hope and Gorob mine will be processed at
the mine site using dry ore sorting technology to be established at the mine
site and which has been the subject of pilot testing. This pre-concentration
step is designed to reject marginal or low-grade ore, thereby upgrading the
feed and significantly reducing the tonnage hauled and associated cost to the
NLZM Processing Plant.
· Considerable exploration potential exists between Hope and Gorob
and its various strike extensions over more than 97 strike kilometres and
upon commencement of the operation confirmatory resource drilling will
commence with a target in excess of 500,000 tonnes of contained copper.
· The NLZM recommencement will result in job creation in the
Swakopmund area with a pool of experienced previous plant operators
immediately available.
· As part of the process of obtaining shareholder approval to the
Share Purchase Agreement the Company will be providing a technical report
which will include a third party independent Financial Model which takes into
account the acquisition costs of NLZM and the future royalty payments to the
Vendor and at a discount rate of 10%, yields a Net Present Value (NPV) of
USD46.8 M and an Internal Rate of Return (IRR) of 63%, indicating strong
financial viability and investor appeal.
· Discussions are advancing on multiple options available for the
financing package to develop the Hope and Gorob Project. The discussions
range between debt or equity or a combination thereof, prepaid finance is also
being considered as an addition or substitute within the package.
Further information on the consideration and operational and revenue royalties
to be paid under the Share Purchase Agreement
· At completion of the Share Purchase Agreement the Vendor will be
paid US$2.5m for its 90% shareholding in and shareholder loans to NLZM and
350,000,000 warrants to acquire Bezant shares at an exercise price of 0.05787
pence per share exercisable for three years from completion of the Share
Purchase Agreement. Completion is subject to the conditions precedent
summarised below which include the approval of Bezant shareholders at a
general meeting to be convened to approve the Share Purchase Agreement.
· Once the NLZM Processing Plant is operating the Vendor will be
paid a fixed amount for each tonne of ore processed by the NLZM Processing
Plant (US$6.50 per tonne for years 1 to 8, US$2.00 per tonne for years 9 to 12
and thereafter US$1.00 per tonne). The Vendor will also receive a royalty of
1.5% on the Gross Revenue from the Intermediary Entity.
The Conditions Precedent of the Share Purchase Agreement are:
The Closing of the Share Purchase Agreement is conditional on the following:
(a) to be met within 180 days of the date of the agreement.
a. Regulatory Approvals
i. The Namibian Competition Commission Approval and the Exchange Control
Approvals shall have been obtained;
ii. The Hope and Gorob Mining Licence is Fully Valid;
iii. The confirmation from the Parent's NOMAD or AIM that the
consummation of this Agreement would not constitute a reverse takeover under
AIM Rule 14; and
iv. Any necessary notifications required under the Namibian
Minerals (Prospecting And Mining) Act, 1992 in relation to the change of
ownership of the Company.
(b) To be met within 120 days of the date of the agreement
a. Approval of Bezant shareholders.
b. Other closing conditions customary for an agreement of this nature
including, the delivery of documents related to the Closing and no legal
proceedings preventing closing
On 17 September 2025 that the Company had filed a Form 604 - Notice of change
of interest of substantial holder with ASX listed Blackstone Minerals Ltd
("Blackstone") and that Bezant's shareholding of Blackstone shares was
134,000,000 shares as it has sold 5,365,650 Blackstone shares at an average
price of AUD 6.8245 cents ( approximately 3.345 pence) per share for gross
proceeds of AUD 366K (approximately £179K)
Other than the foregoing there are no significant events have occurred
subsequent to the reporting date that would have a material impact on the
consolidated financial statements.
14. Availability of Interim Report
A copy of these interim results will be available from the Company's
registered office during normal business hours on any weekday at Floor 6,
Quadrant House, 4 Thomas More Square, London E1W 1YW and can also be
downloaded from the Company's website at www.bezantresources.com
(http://www.bezantresources.com) . Bezant Resources Plc is registered in
England and Wales with company number 02918391.
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