24 December 2024

Bezant Resources Plc

("Bezant" or the "Company")

£560K Fundraise to advance Hope and Gorob project  

Issue of equity to Directors and consultants in lieu of fees

Total Voting Rights

Bezant (AIM: BZT), the copper-gold exploration and development company, is pleased to announce a fundraising of £560,000 from directors, existing shareholders, and investors at 0.02 pence per Ordinary Share ( The "Fundraising Price") for pre-development expenditure on its Namibian Hope & Gorob copper gold mining operation and for general working capital requirements.    

In addition, as detailed below and to assist the Company in conserving cash the Company will be issuing new Ordinary Shares to Directors and PDMRs to settle accrued fees due to them ("Conversion Shares") and consultants to settle accrued fees due to them ("Consultant Shares") both instances at 0.03 pence per Ordinary Share (the "Accrued Fees Conversion Price") without any warrants. The Accrued Fees Conversion Price is a 50% premium to the Fundraising Price and a 25% premium to the closing middle market price of an Ordinary Share of 0.024 pence on 23 December 2024, being the latest practicable date prior to this announcement..

Fundraising:

The Company has raised £560,000 before expenses (the "Fundraising") at the Fundraising Price  or the issue of 2,800,000,000 new Ordinary Shares (the "Fundraising Shares") conditional upon admission of the Fundraising Shares to trading on AIM ("Admission"). The Fundraising comprises a placing of 2,100,000,000 new Ordinary Shares (the "Placing Shares") for £420,000 at the Fundraising Price (the "Placing"), via Shard Capital Partners LLP and share subscriptions for 700,000,000 new Ordinary Shares at the Fundraising Price to raise £140,000 (the "Subscription Shares"). The Fundraising includes £20,000 subscribed for by Colin Bird, Bezant's Executive Chairman for 100,000,000 Placing Shares and £10,000 by Raju Samtani, Bezant's Finance Director for 50,000,000 Subscription Shares together representing 5.36% per cent. of the total Fundraising amount.  

Use of Proceeds: The net proceeds from the Fundraising are planned to be used in relation to pre-development expenditure on its Namibian Hope & Gorob copper gold mining operation and also on corporate overheads and to provide working capital for the Group.

Further Details on the Fundraising:

Pursuant to the Fundraising, in aggregate, 2,800,000,000 Fundraising Shares will be issued at the Fundraising Price to certain Directors, existing shareholders and new investors conditional upon Admission.  The Fundraising Price represents a discount of 17 per cent. to the closing middle market price of an Ordinary Share of 0.024 pence on 23 December 2024, being the latest practicable date prior to this announcement.  Each participant in the Fundraising will also receive one (1) warrant exercisable at 0.04 pence per ordinary share for three years from Admission for each Fundraising Share issued. The Company is also issuing a warrant to Shard Capital Partners LLP to subscribe for a total of 105,00,000 new Ordinary Shares exercisable at the Fundraising Price for a period of three years from Admission ("Broker Warrants").

The Fundraising Shares represent, in aggregate, approximately 17.2 per cent. of the Company's enlarged issued share capital as enlarged by the issue of the Conversion Shares. The Fundraising Shares will be fully paid and rank pari passu in all respects with the Company's existing Ordinary Shares.

Director & other PDMR Conversion Shares:

In accordance with the authority granted at its Annual General Meeting on 31 July 2024, the Company was authorised to settle accrued fees at the fundraising price if done within 30 days of a fundraise notwithstanding this the Board have determined that the Company settle £123,216 of outstanding remuneration due to its directors, and PDMRs  (the "Outstanding Fees") at the Accrued Fees Conversion Price ("Director's Conversion Price") by the issue of 410,719,998 new ordinary shares (the "Conversion Shares") (the "Fee Conversion"). 

As shown in the table below £86,966 of the Outstanding Fees are owed to directors of the Company (or their service companies) and £36,250 is owed to Quantum Capital & Consulting Limited, a personal service company of Michael Allardice and M Churchouse Consultancy Limited a personal service company of Martyn Churchouse who are persons discharging managerial responsibilities on behalf of the Company.

Consultant Shares

In accordance with the authority granted at its Annual General Meeting on 31 July 2024, the Company was authorised to settle accrued fees at the fundraising price if done within 30 days of a fundraise notwithstanding this the Board have agreed that the Consultant Shares will comprise 237,999,999 new Ordinary Shares that will be issued to settle £71,400 of fees due to consultants to be issued at the Accrued Fees Conversion Price.

Related Party Transaction - Fundraising

As Colin Bird and Raju Samtani are directors of the Company their participation in the Fundraising is being treated as a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being Ronnie Siapno, Dr. Evan Kirby and Ed Slowey, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, consider Colin Bird and Raju Samtani's participation in the Fundraising to be fair and reasonable insofar as the Company's shareholders are concerned.

Related Party Transaction - Conversion Shares

As Messrs. Bird, Samtani, and Slowey and Dr. Kirby are directors of the Company and Mr Allardice is a director of a subsidiary undertaking the issue of Fee Conversion Shares to them is being treated as a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent director, being Mr. Ronnie Siapno, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, consider the issue of Conversion Shares to Messrs. Bird, Samtani, and Slowey, Dr. Kirby and Mr Allardice to be fair and reasonable insofar as the Company's shareholders are concerned.

Related Party Transaction - Consultant Shares

The issue of 35,000,000 Consultant Shares to Lion Mining Finance a company controlled by Colin Bird to settle accrued fees of £10,500 for the period June to December 2024 and the issue of 35,000,000 Consultant Shares to Colin Bird's wife Sylvia Vrska to settle accrued fees of £10,500 for the period April 2023 to December 2024 are related party transaction under Rule 13 of the AIM Rules for Companies.  The Directors ,other than Colin Bird by reason of his interest in these transactions, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, consider the issue of Consultant Shares to Lion Mining Finance' Ltd and Sylvia Vrska to be fair and reasonable insofar as the Company's shareholders are concerned.

Director's update shareholdings:

The table below shows the current shareholdings of Directors and their associates and their shareholdings after the issue of the Fundraising Shares, Conversion Shares and Consultant Shares

Application to trading on AIM:

The Fundraising is conditional on Admission.  Application will be made to the London Stock Exchange for the 2,800,000,000 Fundraising Shares, 410,719,999 Conversion Shares and 237,999,999 Consultant Shares (the "New Shares") to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 3 January 2024.

Total Voting Rights after Fundraising: Following the issue of the New Shares the Company's total issued share capital will consist of 15,752,779,679 Ordinary Shares with voting rights.  The Company does not hold any Ordinary Shares in treasury and accordingly there are no voting rights in respect of any treasury shares. 

On Admission, the abovementioned figure of 15,752,779,679  Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Bezant under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

For further information, please contact:

or visit http://www.bezantresources.com

Qualified Person:

The technical information contained in this announcement has been reviewed, verified, and approved by Colin Bird, CC.ENG, FIMMM, South African and UK Certified Mine Manager and Director of African Pioneer plc, with more than 40 years' experience mainly in hard rock mining.

Disclaimer

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser ("Nomad") to the Company in connection with the matters contained in this announcement, and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to clients of Beaumont Cornish or for advising any other person in respect of the matters set out in this announcement or any transaction, matter or arrangement referred to in this announcement. Beaumont Cornish's responsibilities as the Company's Nomad are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his or her decision to acquire any shares in the Company. Furthermore, Beaumont Cornish has not approved or authorised the release of this announcement in whole or in part, directly or indirectly into The United States, Canada, Australia, Japan or The Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.