23 November 2021

Bezant Resources Plc

("Bezant" or the "Company")

Funding Facility

Bezant (AIM: BZT), the copper-gold exploration and development company, is pleased to announce that the Company has yesterday entered into an unsecured convertible loan funding facility (the "Facility") for £1,000,000 with Sanderson Capital Partners Ltd (the "Lender"), a long term shareholder in the Company, which is convertible on fixed conversion terms at increasing prices of 0.19 pence per share, 0.225 pence per share and 0.25 pence per share over three tranches. The Facility is a standby facility as a potential additional source of working capital for the Company in a period when 18 months on COVID-19 is still with us and the funding market for junior exploration companies can be subject to market volatility. The Company can use the Facility, at its discretion, to fund the working capital requirements of the Company and its subsidiaries as determined by the Company but is not required to drawdown under the Facility. 

Colin Bird, Executive Chairman said:

"The ongoing effects of COVID-19 around the world are still unknown as whilst the U.K. has celebrated "freedom day" and life is back towards normal Covid cases are again increasing and are at around 38,000 a day the Covid news from European neighbours like Netherlands, Austria and Germany is worrying and suggests we are entering into new lockdowns in Europe which previously have been followed by U.K. restrictions and lockdowns.  On the vaccination front the speed of vaccination development has been impressive as have the vaccination programs in many developed countries but there are still large swathes of Africa, Asia and South America were vaccination rates are very low and vaccinations in short supply.

At the corporate level it has reminded us that the unknown risk is around the corner and it is against this background that the Board has decided to put in place the Facility as insurance to ensure the Company has the ability to obtain funding.  The Facility enables the Company to drawdown up to £1 million over the next 12 months in a staged manner with fixed conversion prices at approximately 45%, 70% and 90% premiums to the placing price of 0.13 pence per share to the £1.2m placing announced on 21 October 2021. The Company is not obliged to make any drawdowns under the Facility, and drawdowns can be used at its discretion to fund the working capital requirements of the Company and its subsidiaries.  The Facility arrangement fee will be settled in new Shares representing approximately 1 per cent. of the current issued share capital. As a shareholder I prefer to avoid dilution but as Chairman I know part of my role is to ensure that the Company has access to sufficient working capital to develop its projects and this is why we have arranged this loan facility as security against uncertain times". 

Working Capital Facility Agreement

Bezant has signed today an agreement with the Lender for a facility of £1,000,000. The Facility is unsecured, interest free and can be drawn down in three tranches as follows

·    £350,000 to be drawn down from 1 January 2022 or within 6 months of 1 January 2022 ("Loan Tranche 1");

·    £350,000 to be drawn down from 1 March 2022 or within 6 months of 1 March 2022 ("Loan Tranche 2"); and

·    £300,000 to be drawn down from 1 May 2022 or within 6 months of 1 May 2022  ("Loan Tranche 3").

The Company will provide a Loan drawdown notice if and when it requires a drawdown. The Company has the option but not the obligation to drawdown on part or all of the Facility. The Company must use the funds advanced under the Facility to fund the working capital requirements of the Company and its subsidiaries as determined by the Company at its sole discretion.

Repayment and Conversion

Repayment

Unless otherwise converted, the Company must repay each Loan Tranche on the first anniversary of the advance by the Lender of the applicable Loan Tranche for each Tranche ("Maturity Date"). The Company may prepay the whole or part of the Facility on any day prior to the Maturity Date for a Loan Tranche upon giving not less than 14  days' prior written notice to the Lender and paying in cash a prepayment fee of 5% of the amount which the Borrower prepays in cash before the Maturity Date. The Lender can during the 14 days' notice period make an election for all or part of the Loan subject to a prepayment notice to be repaid in Shares in which case the 5% fee shall not apply to that proportion of the Loan repaid in Shares.

Conversion of Loan Tranche by Lender

The Lender may at any time during the Facility Period elect to convert all or part of any drawn down amount into such number of new Bezant Ordinary Shares of £0.00002 each ("Shares") equal to the amount of the Loan Tranche that is to be repaid at the date of the election, divided by the agreed and fixed conversion price for the relevant Loan Tranche (the "Conversion Shares"). The conversion prices applicable to each of the tranches ("Conversion Prices") are fixed and as follows:

·    0.19 pence per Share for Loan Tranche 1;

·    0.225 pence per Share for Loan Tranche 2; and

·    0.25 pence per Share for Loan Tranche 3.

The closing share price on 22 November 2021 the latest practicable date prior to this announcement was 0.17 pence per Share and the placing price of the GBP1.2M placing announced on 21 October 2021 was 0.13 pence per Share.

Conversion of Loan by the Borrower

The Company may at any time during the Loan Period elect to convert all or part of a Loan Tranche if the share price exceeds 0.35 pence for a period of five or more business days.

Interest and Fees

The Loan is interest free. The Lender shall be paid an arrangement fee of 7% of the amount of the Facility to be settled by the issue of 50,000,000 new Shares ("Facility Fee Shares") credited as fully paid at an issue price of 0.14 p per Share (being  the lower of the Five Day VWAP of 0.155 pence on the date of signing the Facility and 0.14 pence per Share).

On the drawdown of any Loan Tranche the Lender shall be paid a further fee of 2% of the amount of the relevant Loan Tranche which is to be settled by the issue of new Shares credited as fully paid at the five-day VWAP on the date of the relevant Loan drawdown notice.

Shareholding restriction

In the event that conversion of  all or part of  a Loan Tranche into Conversion Shares would result in the Lender, its associates and any person(s) acting in concert with the Lender owning more than 20% of the issued share capital of the Company as enlarged by the issue of the Conversion Shares (the "Shareholding Limit") then:

·    The Company must convert any portion of the Loan and issue such number of Conversion Shares to the Lender that would not constitute a breach of the Shareholding Limit; and

·    in respect of the portion of the Loan repayment not converted (the "Unconverted Portion"), the Borrower must pay the Lender the Unconverted Portion in cash on or before the Maturity Date. 

No short selling

The Lender has confirmed that neither the Lender nor its associates will short sell the Company's Shares from the date of the Facility agreement until the later of:

·    six months from Loan Tranche Three drawdown date; and

·    the repayment of the Loan.

Admission to AIM

Application will be made for the 50,000,000 Facility Fee Shares, which will rank pari passu in all respects with the Company's existing Shares, to be admitted to trading on AIM ("Admission"). The Admission is expected to become effective on or around 29 November 2021. The Facility Fee Shares will represent 1% of the Company's issued share capital as enlarged by the issue of the Facility Fee Shares.

Total Voting Rights

On Admission of the New Shares, the Company will have 4,913,028,538 Ordinary Shares in issue with voting rights.  Bezant does not currently hold any shares in treasury.  Accordingly, this figure of 4,913,028,538 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Warrants

On the drawdown of any Loan Tranche, the Lender shall be issued three year warrants over Shares with a face value at the warrant exercise price equal to 50% of the amount drawn down under the Loan Tranche. The exercise price for the warrants applicable to each of the tranches are as follows:

·    0.25 pence per share for the drawdown of Tranche 1;

·    0.30 pence per share for the drawdown of Tranche 2; and 

·    0.32 pence per share for the drawdown of Tranche 3.

If there are no drawdown's under two or more of the Loan Tranches then on 1 November 2022 which is 6 months after the Loan Tranche Three Drawdown Date of 1 May 2022 the Company will issue a three year warrant to the Lender for an amount equal to 25% of the Working Capital Facility Amount that has not been drawndown with an exercise price of 0.32 pence per share.

Further AIM Disclosures

On 24 January 2020, the Company announced it was notified that the ultimate beneficial holder of the 239,000,000 shares in the Company, then representing 18.82% of the Company's issue share capital as reported in the Form TR-1 submitted by Tavira Securities Ltd, as announced on 6 January 2020 was Sanderson Capital Partners Ltd.  Sanderson Capital Partners Ltd have confirmed that they and associates current hold 186,469,231 shares in the Company representing 3.8% of the Company's current issued share capital. Following the issue of the 50,000,000 Facility Fee Shares, Sanderson will be interested in 236,469,231 Shares representing 4.81% of the Company's enlarged issued share capital on Admission.  

 For further information, please contact:

or visit 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 by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").