REG - Bezant Resources PLC - Proposed Acquisition of Processing Plant
14/08/2025 07:00
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RNS Number : 2783V Bezant Resources PLC 14 August 2025
14 August 2025
Bezant Resources Plc
("Bezant" or the "Company")
Hope and Gorob Project Update
Proposed Acquisition of Processing Plant
Bezant (AIM: BZT), the copper-gold exploration and resource development
company, is pleased to announce that on 13 August 2025 it has 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.
Colin Bird, Executive Chairman of Bezant, commented
"The agreement to acquire the NLZM plant is a pivotal move in developing our
Hope and Gorob resource. The 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. During the previous two years of permitting we have designed
what is the ultimate operational plan and all aspects of production have been
established. 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. We are now advancing all underlying key contracts to signing
and intend to commence production as soon as physically and practicably
possible. The proposed timing of this operation coincides with a high demand
for copper against real global shortages and this operation and will assist
Namibia in its drive to encourage small and medium scale mining in the
country. We will continue to keep shareholders informed of material changes
or progress as we develop the project."
Strategic Value of NLZM Processing Plant Acquisition
The acquisition of the NLZM Processing Plant presents a highly strategic
opportunity for the Hope and Gorob Project, offering substantial benefits
across cost, time, infrastructure and operational reliability summarised
below:
Cost Reduction: Building a new processing facility would require a
significantly higher capital outlay pre-production for engineering,
procurement, construction and commissioning. By acquiring an existing,
operational plant, the Project reduces these costs, improving capital
efficiency and strengthening overall Project economics.
Accelerated Time-to-Production: Greenfield plant development typically
involves long lead times due to design, construction and regulatory approvals.
The NLZM Plant, being already built and previously operational, allows for
rapid integration and commissioning, significantly shortening the timeline to
first concentrate production and revenue generation.
Regulatory Efficiency: Developing a new plant would require extensive
environmental and operational permitting, which can be time-consuming and
complex and would require a flotation plant located within the Namib Naukluft
Park and therefore acquiring the NLZM Plant limits the operational footprint
at the mine site
Operating Efficiency: The NLZM Plant acquisition provides an opportunity to
re-employ Namibian personnel who ran the plant previously thereby reducing the
need for training and familiarisation by the future operations team. This
initiative includes engagement of Namibian management and technical personnel
that have been undertaking regular routine plant management as part of a
regime of a well-managed care and maintenance programme for the past few years
Reduces environmental footprint: Access to an existing float plant facilitates
the introduction of dry ore sorting to the broader flow sheet which
significantly reduces both a reliance on and consumption of processing water
and eliminates the need for a new tailing storage facility in the National
Park
Infrastructure and Accessibility: The Hope and Gorob Project is located in a
remote area with limited infrastructure. Constructing and operating a plant in
such a location would pose logistical challenges, including access to skilled
labour, materials and services. The NLZM Plant, situated in a more accessible
area, 30 km from Swakopmund mitigates these risks and simplifies operational
logistics.
Reliable Power Supply: Remote sites often face challenges with electricity
availability, which is critical for processing operations. The NLZM Plant
benefits from established grid connections and reliable power infrastructure,
eliminating the need for costly and complex off-grid energy solutions.
Enhanced Profitability: By combining on-site ore sorting with centralised
processing at the NLZM Plant, the Project optimises material handling, reduces
haulage costs and maximises recovery. This integrated approach improves
overall profitability and supports a strong economic case for advancing to the
execution phase.
Transportation of copper concentrate: The NLZM Plant is located approximately
61km from the Walvis Bay deepwater terminal for future export of copper - gold
concentrate. The Company has the option to either utilise existing high
quality tarred roads to the port or enter into an agreement with TransNamib,
the operator of Namibia's rail network as an operational rail line with a
dedicated spur passes less than 2km from the flotation plant
Information on former NLZM lead-zinc-silver mine:
The NLZM lead -zinc-siler mine has been under care and maintenance since 2020
(during COVID) and has significant underground development in place but has
not been reactivated due to the zinc price, In the meantime a
well-maintained operation on care and maintenance with limited water ingress
and low holding costs has been undertaken.
The current mining licence ML 185 which expires 24 February 2026 is pending
confirmation from the Ministry of Industries, Mines and Energy and there are
also two Exploration Licences, EPL 2902 expiring 8 November 2025, renewal
under way and EPL 5075 expiring 14 May 2026, renewal submission required in
February 2026. The mine has a Mineral Resource Estimate (JORC 2012) generated
by external consultants CSA Global of approximately 1.11Mt @ 2.31% Pb, 6.63%
Zn and 46g/t Ag.
High Level Summary of Hope and Gorob Open Pit Project
The initial mine production focus will be on the development of open pittable
run of mine ("ROM") ore at the Hope Prospect with the first 2.3Mt of
production already included in the mine plan with the pit floor designed at
150m.
· The Hope mine plan being based on the block model and life of mine
engineered forecasts at an average grade or 1.34% Cu, 0.26g/t Au and 5.05g/t
Ag
· A production rate of between 360 - 480Ktpa to be pre-processed
on-site using dry ore sorting to generate a pre-concentrate for haulage to the
NLZM flotation plant for production of a final concentrate
· Mine production throughput at a rate of 480Ktpa assumes post
crushing and dry ore sorting, 25% of the total volume reporting to fines with
the balance of 75% achieving a mass pull to the concentrator of 35% resulting
in 180Ktpa of pre-concentrate being delivered to achieve nameplate capacity at
the float plant with a balance of approximately 70kt of pre-concentrate being
stockpiled annually resulting in an additional one year of production
generated by stockpiling for every 3 years of full production
· At full production the Hope open pit operation is scheduled to
generate approximately 8,000 tonnes of contained Cu in run of mine ore based
on a targeted CuEq grade of 1.65% Cu.
· Blasthole drilling, mining and haulage contracting has
provisionally been granted to the Namibian subsidiary of an Africa-wide
service provider subject to completion of a final service contract
· An average strip ratio on the Hope open pit project of
approximately 14:1
· Operating costs in the region of USD5,020 per tonne of contained Cu
in final concentrate at an expected grade of not less than 28% Cu based on an
independent external engineering consultant estimate for the 2.4Mt of initial
Hope open pittable Resource
· A further 1.01Mt tonnes of open pit mineralisation based on pit
shell and engineering design with 425kt @ 1.05% Cu and 585kt @ 1.44% Cu at
strip ratios of 4.4:1 and 5.7:1 respectively for Gorob and Vendome at a
cumulative average grade of 1.28% Cu. The original Mineral Resource Estimate
for both Gorob and Vendome did not include any gold credits due to the low
density of gold assays completed whilst drilling in the late 70's and 80's. A
gold credit is considered likely based on evidence of grab samples collected
from surface at both prospects where grades range from 0.03 to 5.43g/t Au at
an average of 1.81g/t Au for the ten samples collected
· Gorob and Vendome Resource estimates are based on a pit floor depth
of only 70m. Further engineering and pit shell design is expected to increase
these resource tonnes particularly once a gold credit is included.
· Further estimates on the Du Preez and Anomaly prospects located
along strike of the Hope pit clearly show potential for additional open
pittable material subject to detailed engineered design and using current
metal prices
· An additional 0.9Mt of higher-grade underground RoM ore located
beneath and down plunge of the open pit Hope mine plan Resource has been
defined based on stope optimisation at an average grade of 2.04% Cu and
0.48g/t Au. The Company is investigating the potential to develop the
higher-grade underground Resource in conjunction with open pit development to
facilitate either increasing total copper production by maintaining float
plant throughput at a higher ROM grade based on a combination of ore from both
open pit and underground sources or extending the life of mine of the open
pits by reducing throughput whilst maintaining the targeted tonnes of
contained Cu in concentrate through beneficiation with higher-grade
underground feedstock
Hope and Gorob JORC Resource
As announced on 27 October 2023 the Hope and Gorob Project has a Mineral
Resource Estimate ("MRE") completed by Addison Mining Services Ltd, an
independent consultancy based in the United Kingdom which 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.
· The MRE and block model has subsequently been used as the basis for
pit shell construction and life of mine engineered design based on current
estimated costs of production, strip ratios and other relevant factors.
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.
Summary of material commercial terms of Share Purchase Agreement
Parties Bezant Resources Plc as the Parent and its subsidiaries i) Hope Namibia Copper
Gold Holdings Ltd (the "Intermediary Entity") ii) Namibia NZLM Holdings Ltd (
the "Purchaser") and Hope and Gorob Mining (Pty) Ltd ("Hope and Gorob") and CL
US Minerals LLC (the "Vendor") and Namib Lead And Zinc Mining (Proprietary)
Limited (the "Company") whose shares and shareholder loans are being sold.
Date of agreement 13 August 2025
Purchase Price payable at Closing of the Share Purchase Agreement The consideration payable to the Vendor for 90% of the shares of NLZM ("Purchased Shares") and the Vendor's shareholder loans to NLZM ("Purchased Assets") (the "Purchase Price") is set out below with $1 being the value of the Purchase Price to be
apportioned to the acquisition of the Purchased Shares and the balance of the Purchase Price to be apportioned to the acquisition of the Purchased Assets:
(i) the Deposit Payment of US$50,000 (previously paid);
(ii) $2,500,000 less the Deposit Payment (the "Closing Cash Consideration"); and
(iii) 350,000,000 warrants (the "Warrants"), each exercisable at 0.05787 pence for one Bezant Share.
Revenue Royalty The Vendor shall be entitled to quarterly royalty payments equal to 1.5% of the Gross Revenue of the Intermediary Entity (the "Revenue Royalty Payments") for each Quarter during the period beginning on the Closing Date and ending on, and inclusive of, the
twelfth anniversary of the means the date immediately following the sixty (60)-day period during which the NLZM Plant processes, on an annualized basis, at least 98,000 tonnes of ore ("Commencement Date") (the "Revenue Royalty Period"). The Revenue Royalty
Payment is capped at a copper price of US$12,000 per tonne
Ore Processing Payments 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 after the Commencement Date, US$2.00 per tonne for years 9 to 12 after the
Commencement Date and thereafter US$1.00 per tonne).
The ore processing payments are subject to a minimum of;
i) US$200,000 for the six months immediately following the Commencement Date;
and
ii) US$25,000 per year for years 1 to 12 after the Commencement Date
Conditions Precedent 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
Security Arrangements For the period up to 8 years from the Commencement Date the Revenue Royalty
and Ore Processing payments due to the Vendor and the Security Covenants (set
out below) given to the Vendor will be secured by the granting of (i) a share
charge by the Intermediary Entity providing for a first ranking security
interest in all of the issued shares of the Purchaser, and (ii) a debenture by
the Intermediary Entity providing for a first ranking security interest in all
of the outstanding intercompany loan receivables due from the Purchaser or the
Company.
Events of Default under the Security Arrangements include the Commencement
Date being within 24 months of the Closing Date, and those typically included
in security agreements including late payment of secured payments, insolvency,
the Agreement becoming unlawful and breaches of Security Covenants.
Security Covenants Given the ongoing liability to pay the Ore Processing Payments and the Revenue Royalty the Vendor has been granted certain security covenants including in relation to access to books and records, restrictions on indebtedness of the Purchaser, the
Intermediary Entity, the Company and Hope and Gorob and Bezant's continued ownership of the Hope and Gorob project.
Blackstone share sale proceeds, if any, to be applied to Projects Bezant is not required to sell any of its Blackstone Minerals shares but if it does sell any of the Blackstone Mineral shares which it owns prior to i) the Commencement Date and ii) completion of NLZM Plant Updates it has undertaken to apply 75% of the
proceeds in Namibia for the Projects.
Break Fee In the event (i) Bezant or the Purchaser do not fulfill their obligations in relation to performance of covenants at closing, the warrants to be issued to Vendor are not valid and the documents to be delivered at closing are not delivered or (ii) the Hope
and Gorob Mining License is no longer a Fully Valid Licence due to any act, omission or other breach of the Hope and Gorob Mining License on the part of the Parent, the Purchaser or Hope and Gorob or its Affiliates then a break fee of US$1m will be due to
the Vendor.
Governing Law The Agreement is governed by the Laws of the State of New York.
Additional information on Namib Lead and Zinc Mining (Proprietary) Limited
Namib Lead and Zinc Mining (Proprietary) Limited ("NLZM") is a Namibian
company incorporated on 26 July 2000. In its audited accounts for the year
ended 31 December 2024 NLZM reported in Namibian dollars (NAD) NLZM had NAD
258M (approximately £10.3M using an FX rate of NAD1 = £0.04) of Net Assets
excluding the shareholder loans that will be assigned to the Purchaser at the
Share Purchase Agreement Closing Date. For the year ended 31 December 2024
NLZM made a loss after adjusting for unrealised foreign exchange losses and
finance costs on the shareholder loans equated to a loss of NAD9.8M (
approximately £392K).
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)
Qualified Person:
The technical information contained in this announcement has been reviewed,
verified, and approved by Colin Bird, CC.ENG, FIMMM, South African and UK
Certified Mine Manager and Director of African Pioneer plc, with more than 40
years' experience mainly in hard rock mining.
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).
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.
Glossary
"g/t" Grammes per tonne
"Indicated Resource" An 'Indicated Mineral Resource' is that part of a Mineral Resource for which
quantity, grade (or quality), densities, shape and physical characteristics
are estimated with sufficient confidence to allow the application of Modifying
Factors in sufficient detail to support mine planning and evaluation of the
economic viability of the deposit.
"Inferred Resource" That part of a Mineral Resource for which quantity and grade (or quality) are
estimated on the basis of limited geological evidence and sampling. Geological
evidence is sufficient to imply but not verify geological and grade (or
quality) continuity. It is based on exploration, sampling and testing
information gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes.
"JORC" The Australasian Joint Ore Reserves Committee Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves 2012 (the "JORC Code"
or "the Code"). The Code sets out minimum standards, recommendations and
guidelines for Public Reporting in Australasia of Exploration Results, Mineral
Resources and Ore Reserves
"Kriging" Geostatistical process to extrapolate numerical values from samples into areas
of no data
"Mineral Resource" A concentration or occurrence of material of economic interest in or on the
earth's crust in such form and quantity that there are reasonable and
realistic prospects for eventual economic extraction. The location, quantity,
grade, continuity, and other geological characteristics of a Mineral Resource
are known, estimated from specific geological evidence and knowledge, or
interpreted from a well-constrained and portrayed geological model.
"oz" Troy Ounce, unit of mass for selling of precious metals (
"t" Tonnes (metric)
"$/t" US dollars per tonne
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