Strategic Review and Issue of Equity

22 March 2018

Bezant Resources Plc

("Bezant" or the "Company")

                                                                          

Strategic Review

and

Issue of Equity

 

Bezant (AIM: BZT), the AIM quoted mineral exploration and development company, is pleased to announce the initial results of an internal review process across all aspects of its operations as well as the waiver of £37,558 of director fees and the settlement of, in aggregate, a further £139,250 of outstanding fees due to certain current and former directors, management and contractors by way of the issue of 30,944,445 new ordinary shares of £0.002 each in the capital of the Company ("Ordinary Shares"), as detailed below.

 

Highlights:

·      Strategic Focus

·      Renewed focus to be applied to the Company's copper-gold exploration assets and development portfolio in the Philippines and Argentina, including the Mankayan copper-gold project:

§ Achieve value increase from developing our major copper
portfolio towards production

§ The Board believes that copper has very strong fundamentals in the medium to long term

§ Asset definition and review programmes in progress in Argentina and the Philippines

·      Re-evaluation of the Choco gold-platinum project in Colombia (the "Choco Project") to assess its overall potential contribution to group performance. Asset level negotiations are continuing.

·      Issue of Equity

·      30,944,445 new Ordinary Shares (the "Conversion Shares") to be issued further to the negotiated settlement of certain fees due to the Company's Colombian mining contractor and the conversion of outstanding fees due to certain current and former directors and key management

·      Fee Waiver

·      Laurence Read, CEO of Bezant, and the Company's former Chairman, Edward Nealon, have both agreed to waive all of their outstanding fees and expenses as at 31 December 2017, totalling £37,558, in order to preserve the Company's cash resources

 

 

Laurence Read, CEO of Bezant, today commented:

"Following the cessation of alluvial mining operations in Colombia towards the end of 2017 and subsequent Board changes the Company embarked on a full geological and corporate review focussed on assessing how value can most effectively be generated for Bezant's shareholders. The Copper price over the last 12 months has risen consistently and we believe that the mid to long-term potential for copper will be strong. With two existing copper assets in our portfolio and contained tonnage of Cu in excess of 800,000 tonnes from the Mankayan Project alone, we shall now seek to identify and assess opportunities to advance this major project. To date, limited exploration work has been undertaken in respect of our Argentinian assets and a site visit by Company personnel is currently underway. The Board's primary objective is to drive value creation from the significant copper projects within the Company's portfolio, utilising our existing resource data and scoping studies, to seek to take advantage of the improving operating environments in both Argentina and the Philippines, whilst negotiations remain ongoing with potential partners with regard to our Colombian gold-platinum project."

 

Colin Bird, Executive Chairman of Bezant, today commented:

"Having recently joined Bezant's Board as Chairman, I fully support the geological and corporate review work being undertaken. Periodically, companies must undergo a rigorous examination of their strategic focus and operations and now is an opportune time for Bezant. I believe that the fundamentals for copper have seldom been so good and that the suite of existing assets held by Bezant presents an enormous opportunity for shareholders. Once our review process, including site visits, has been fully completed, we will provide a further update on our intended focus and future direction."

 

 

Additional Information

Fee Waiver

In order to preserve the Company's cash resources, Laurence Read, CEO, and Edward Nealon, the former Chairman, have both agreed to waive all fees and expenses owed to them by the Company as at 31 December 2017 of £12,558 and £25,000 respectively, amounting to £37,558 in aggregate.

Issue of Equity

Certain of the Company's directors have agreed to convert outstanding fees of £31,233, due in respect of the period from 1 July 2017 to 31 December 2017, into 6,940,667 new Ordinary Shares (the "Director Shares") and the Company's management have agreed to convert outstanding fees and salaries of £22,217, due in respect of the same period, into 4,937,111 new Ordinary Shares (the "Management Shares"). In addition, £30,000 of fees due to Dr. Bernard Olivier, the Company's former CEO who resigned as a director on 15 January 2018, are to be converted into 6,666,667 new Ordinary Shares (the "Fee Conversion Shares"). The Director Shares, Management Shares and Fee Conversion Shares are all being issued at a price of 0.45 pence per share (the "Conversion Price"), being the price at which the Company completed its most recent fundraise announced on 8 February 2018 and which represents a premium of approximately 7.14 per cent. to the Company's closing mid-market share price of 0.42 pence on 21 March 2018, being the latest practicable date prior to the date of this announcement. These fee conversions will further assist the Company in seeking to conserve its cash reserves. 

In addition, it has been agreed that £55,800 in respect of certain fees and expenses owed by the Company to Verona Investment Group Inc. ("Verona") will be settled by the issue of 12,400,000 new Ordinary Shares at the Conversion Price (the "Verona Shares"). Furthermore, the obligation to issue a further 15,000,000 new Ordinary Shares to Verona as deferred consideration for the acquisition of Kellstown Investments Corp. on achievement of certain operational milestones at the Choco Project, as announced on 31 May 2017, has now been terminated.

Application will be made for the, in aggregate, 30,944,445 Conversion Shares to be admitted to trading on AIM and admission is expected to become effective and dealings commence at 8.00a.m. on 28 March 2018 ("Admission").  Following Admission, the Company will have 776,550,816 Ordinary Shares with voting rights in issue. The Company does not hold any Ordinary Shares in treasury and accordingly the above figure of 776,550,816 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 and Transparency Rules.

Following Admission, the beneficial shareholdings of each director receiving new Ordinary Shares will be as follows:

Director	Position	Current holding of Ordinary Shares	Fee Conversion Shares to be Received	Ordinary Shares held on Admission	% of voting rights on Admission
Evan Kirby	Non-Executive Director	1,872,041	5,607,333	7,479,374	0.96%
Ronnie Siapno	Executive Director	Nil	1,333,334	1,333,334	0.17%

 

 

Related Party Transactions

The conversions of accrued fees and salaries into new Ordinary Shares by two of the Company's current directors and one former director, as set out above, are considered to be related party transactions pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being Colin Bird and Laurence Read, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider that the terms of the issue of the Director Shares and the Fee Conversion Shares are fair and reasonable insofar as the Company's shareholders are concerned.

 

For further information, please contact:

Bezant Resources Plc Laurence Read Chief Executive Officer   Strand Hanson Limited (Nomad) James Harris / Matthew Chandler / James Dance   Peterhouse Corporate Finance Limited (Broker) Lucy Williams / Duncan Vasey / Heena Karani       or visit http://www.bezantresources.com

Tel: +44 (0)20 3289 9923       Tel: +44 (0)20 7409 3494     Tel: +44 (0)20 7220 9797

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.

 

 

 

PDMR Notification Forms

 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Evan Kirby
2.	Reason for the Notification
a)	Position/status	Director of the Company
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 0.2p each in the share capital of Bezant Resources plc
	Identification code	GB00B1CKQD97
b)	Nature of the Transaction	Receipt of Ordinary Shares in lieu of director fees
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.45p 5,607,333
d)	Aggregated information Aggregated volume Price	N/A (Single transaction)
e)	Date of the transaction	21 March 2018
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ronnie Siapno
2.	Reason for the Notification
a)	Position/status	Director of the Company
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 0.2p each in the share capital of Bezant Resources plc
	Identification code	GB00B1CKQD97
b)	Nature of the Transaction	Receipt of Ordinary Shares in lieu of director fees
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.45p 1,333,334
d)	Aggregated information Aggregated volume Price	N/A (Single transaction)
e)	Date of the transaction	21 March 2018
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)