REG - Bezant Resources PLC - Placing Issue of Shares PDMR Shareholdings REPLACE
08/08/2024 07:00
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RNS Number : 6313Z Bezant Resources PLC 08 August 2024
8 August 2024
This announcement "PLACING, ISSUE OF SHARES, PDMR SHAREHOLDINGS & TVR
-REPLACEMENT" replaces the announcement with the same heading released on 4
December 2023 at 7am under RNS No 4834V.
Due to a recently identified formula error, in the case of shareholdings of
Colin Bird, Raju Samtani, Ed Slowey and Dr Evan Kirby shown in the "Director's
updated shareholdings" table, there was a difference between the "Current No
of shares", "Updated shareholding" and "% of Enlarged Share Capital" as
stated, and the correct figures.
These have now been amended in the main announcement and are shown in extracts
from the table below.
Director Correct Current Incorrect Current Correct Updated Shareholding Incorrect Updated Shareholding Correct Incorrect
No of Shares No of Shares % of Enlarged Share Capital % of Enlarged Share Capital
Colin Bird 320,000,655 328,125,655 480,000,655 488,125,655 4.22% 4.29%
Raju Samtani 118,611,078 82,611,111 200,611,078 164,611,111 1.76% 1.45%
Ed Slowey 20,625,000 24,000,000 44,625,000 48,000,000 0.39% 0.42%
Dr. Evan Kirby 25,487,449 26,368,654 44,376,729 45,257,934 0.39% 0.40%
All other text remains unchanged.
Bezant Resources Plc
("Bezant" or the "Company")
£800K Fundraise to advance metallurgical and technical work in anticipation
of the grant of the mining licence
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 £800,000 from directors, existing
shareholders, and investors to facilitate both its Namibian Hope & Gorob
copper gold mining operation and other projects in the Company portfolio.
Bezant has achieved significant progress with the development of the Hope
& Gorob Project as it advances towards development of a mining operation
upon the grant of a mining licence.
In addition, as detailed below and pursuant to authority granted at the
Company's Annual General Meeting, the Company will be issuing new Ordinary
Shares to Director and PDMRs and consultants to settle accrued fees due to
them.
Fundraising:
The Company has raised £800,000 before expenses (the "Fundraising") at 0.025
pence per Ordinary Share (the "Fundraising Price") for the issue of
3,200,000,000 new Ordinary Shares (the "Fundraising Shares") conditional upon
admission of the Fundraising Shares to trading on AIM ("Admission"). The
Fundraising comprises a placing of 3,032,000,00 new Ordinary Shares (the
"Placing Shares") for £758,000 at the Fundraising Price (the "Placing"), via
Shard Capital Partners LLP and Novum Securities Ltd, and share subscriptions
for 168,000,000 new Ordinary Shares at the Fundraising Price to raise £42,000
(the "Subscription Shares"). The Fundraising includes £15,000 subscribed for
by Colin Bird, Bezant's Executive Chairman for 60,000,000 Subscription Shares
and £12,000 by Raju Samtani, Bezant's Finance Director for 48,000,000
Subscription Shares together representing 3.38% 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 an 8,000 tonnes p.a. open pit and
underground copper / gold mining operation in 2024;
b) concluding arrangements for non-equity financing for the mining
operation;
c) further engineering design and costing of the proposed processing flow
sheet and associated plant;
d) additional metallurgical studies aimed specifically at optimizing both
ore sorting and flotation of a high-grade Cu - Au pre-concentrate and the
pairing of primary and secondary crushing with dry ore sorting equipment;
e) geotechnical drilling for both open pit and underground detailed
design;
f) negotiations with preferred providers of processing plant equipment
and a renewable power supply and mining and haulage contracts and;
g) planning drilling to target an increase in the existing 15.2Mt Mineral
Resource
ii) on the Kanye manganese project in Botswana a focus on a 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 24.2% 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 wait for the
granting of a mining licence will be at the Hope & Gorob Project. We are
encouraged by the outcome of detailed test work to the extent that we are now
able to move towards advanced design of the processing plant and supporting
infrastructure. Geotechnical studies for both open pit and underground
development together with optimisation of the processing flow sheet and
detailed engineering costing will be undertaken to ensure we are able to
proceed to mine development and production in the shortest possible timeframe.
Further reconnaissance will be undertaken on the exploration licences at Hope
& Gorob aimed at demonstrating the opportunity to continue to increase the
Mineral Resource. Other projects within the Company's portfolio will also
receive attention to ensure continued progress on all fronts. The granting of
the Hope & Gorob mining licence and conclusion of non-equity financing for
the Project is expected to trigger the rapid development of the mine. We look
forward to updating shareholders on all of these activities."
Hope & Gorob Project Development:
Ore sorting test work has been completed using a test plant located at Uis,
Namibia. The ore sorting specialist, has completed test work concluding that
"there is a very high probability that ore sorting can successfully be
employed as a pre-concentration step on the coarse Run of Mine fractions
(>10mm)".
Magnetic separation test work on <10mm fines generated during ore sorting
has also been independently assessed. The material was found to be amenable to
magnetic separation and, depending on magroll settings a Cu upgrade ratio of
between 1.5-2.0 times could be achieved in the non-magnetic fraction. Product
Cu grades ranged between 3.6-5.2% at Cu recoveries of up to 75-80%. This
indicated that a high-grade fines fraction can be produced for initial
processing with a low-grade rejects stream stockpiled for potential future
processing.
Characterisation flotation test work has also been carried out which
concluded, using a two-stage flotation circuit (Rougher - Cleaner) an upgrade
ratio of 6 times can be achieved producing a final concentrate of 28 - 30% Cu
(+ Au). No elevated levels of deleterious elements could be detected in the
final concentrate product.
Renewable power supply options are being considered ahead of selection of a
contractor for the implementation of an IPP contract to supply power to the
Hope & Gorob mine site and supporting infrastructure.
Community development initiatives have been advanced with highly positive
discussions with the Topnaar community, the nearest residents to the Hope
& Gorob Project, located approximately 40km from the mine site.
Facilitated by the Office of the Regional Governor, Bezant has received
positive feedback from the Community and the Company has instructed its
external Namibian environmental consultant to discuss proposed community-based
projects in more detail.
Engineering design & costing work has enabled the Company to move from a
conceptual design to a generally agreed flow sheet and development strategy
for the operation.
Negotiations are continuing with specific reference to acquisition of existing
infrastructure expected to significnatly reduce upfront capital expenditure
and reduce lead time to production by a minimum of 18 months.
Further Details on the Fundraising:
Pursuant to the Fundraising, in aggregate, 3,200,000,000 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 29 per cent. to the closing middle market price
of an Ordinary Share of 0.035 pence on 1 December 2023, being the latest
practicable date prior to this announcement. Each participant in the
Fundraising will also receive one (1) warrant exercisable at 0.06 pence per
ordinary share for three years from Admission for each Fundraising Share
issued. The Company is also issuing a warrant to its brokers to subscribe for
a total of 151,600,000 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 28.1 per cent.
of the Company's enlarged issued share capital as enlarged by the issue of the
New 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 28
July 2023, the Company agreed to settle £64,222 of outstanding remuneration
due to its directors, and PDMRs (the "Outstanding Fees") at the Fundraising
Price ("Director's Conversion Price") by the issue of 256,889,280 new ordinary
shares (the "Conversion Shares") (the "Fee Conversion").
As shown in the table below £44,222 of the Outstanding Fees is owed to
directors of the Company (or their service companies) and £20,000 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.
Person Period Accrued Fees (£) Fee Conversion Shares
Colin Bird July - Nov 23 25,000 100,000,000
Raju Samtani July - Nov 23 8,500 34,000,000
Ed Slowey August - Nov 23 6,000 24,000,000
Dr. Evan Kirby August - Nov 23 4,722 18,889,280
Directors Total 44,222 176,889,280
Michael Allardice July - Nov 23 15,000 60,000,000
Martyn Churchouse July - Nov 23 5,000 20,000,000
PDMR Total 20,000 80,000,000
Total Directors and PDMR 64,222 256,889,280
Consultant Shares
Consultant Shares will comprise 242,000,000 new Ordinary Shares that will be
issued to settle £60,500 of fees due to consultants to be issued at the
Fundraising 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.
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
Shareholdings
Director Position Current Fundraising Shares Conversion Shares Updated shareholding % of Enlarged Share Capital
No of shares
Colin Bird Chairman 320,000,655 60,000,000 100,000,000 480,000,655 4.22%
Raju Samtani Finance Director 118,611,078 48,000,000 34,000,000 200,611,078 1.76%
Ed Slowey Technical Director 20,625,000 24,000,000 44,625,000 0.39%
Dr. Evan Kirby Non Executive 25,487,449 18,889,280 44,376,729 0.39%
Ronnie Siapno Non Executive 1,333,334 1,333,334 0.01%
Application to trading on AIM:
The Fundraising is conditional on Admission. Application will be made to the
London Stock Exchange for the 3,200,000,000 Fundraising Shares, 256,889,280
Conversion Shares and 242,000,000 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 18 December 2023.
Total Voting Rights after Fundraising: Following the issue of the New Shares
the Company's total issued share capital will consist of 11,380,918,869
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 11,380,918,869 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
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)
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 Bezant Resources 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 subscription shares for £15,000
Issue of conversion shares to settle accrued fees of £25,000
c) Price(s) and volume(s) Fundraising Shares Conversion Shares
No. of Shares 60,000,000 100,000,000
Price 0.025 pence 0.025 pence
d) Aggregated information Issue of 160,000,000 shares
Aggregated volume
e) Date of the transaction 4 December 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 160,000,000 shares
e)
Date of the transaction
4 December 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 subscription shares for £12,000
Issue of conversion shares to settle accrued fees of £8,500
c) Price(s) and volume(s) Fundraising Shares Conversion Shares
No. of Shares 48,000,000 34,000,000
Price 0.025 pence 0.025 pence
d) Aggregated information Issue of 82,000,000 shares
Aggregated volume
e) Date of the transaction 4 December 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 82,000,000 shares
e)
Date of the transaction
4 December 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 £6,000
c) Price(s) and volume(s) Conversion Shares
No. of Shares 24,000,000
Price 0.025 pence
d) Aggregated information Issue of 24,000,000 shares
Aggregated volume
e) Date of the transaction 4 December 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 24,000,000 shares
e)
Date of the transaction
4 December 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 £4,722
c) Price(s) and volume(s) Conversion Shares
No. of Shares 18,889,280
Price 0.025 pence
d) Aggregated information Issue of 18,889,280 shares
Aggregated volume
e) Date of the transaction 4 December 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 18,889,280 shares
e)
Date of the transaction
4 December 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 £15,000
c) Price(s) and volume(s) Conversion Shares
No. of Shares 60,000,000
Price 0.025 pence
d) Aggregated information Issue of 60,000,000 shares
Aggregated volume
e) Date of the transaction 4 December 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 60,000,000 shares
e)
Date of the transaction
4 December 2023
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 £5,000
c) Price(s) and volume(s) Conversion Shares
No. of Shares 20,000,000
Price 0.025 pence
d) Aggregated information Issue of 20,000,000 shares
Aggregated volume
e) Date of the transaction 4 December 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume
Issue of 20,000,000 shares
e)
Date of the transaction
4 December 2023
f)
Place of the transaction
Outside a trading venue
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