TIDMBZT
RNS Number : 2143E
Bezant Resources PLC
26 October 2022
26 October 2022
Bezant Resources Plc
("Bezant" or the "Company")
Mankayan Project Update
Bezant (AIM: BZT), the copper-gold exploration and development
company, further to its announcement dated 18 March 2022 announces
that on 26 October 2022 it entered into;
-- a conditional share purchase agreement (the "SPA") to
exchange its 27.5% shareholding in IDM Mankayan Pty Ltd ("IDM
Mankayan") for a 27.5% shareholding in IDM International Limited
(ACN 108029198) ("IDM International"). Upon completion of the SPA
and a similar SPA between IDM International and the other
shareholder of IDM Mankayan (the "Other IDM Mankayan Shareholder")
IDM International will own 100% of IDM Mankayan; and
-- a convertible loan note agreement with IDM International to
invest A$137,500 (approx. GBP77K) in IDM International (the
"Convertible Loan Note"). IDM International has also entered into
convertible loan notes with entities associated with two of its
directors to raise A$362,500 (approx. GBP203K) on the same terms as
the Convertible Loan Note (together the "Convertible Notes")
Colin Bird, Executive Chairman of Bezant, commented: " We are
very pleased with the progress made in advancing the Mankayan
Project since IDM International's involvement not least the renewal
of the MPSA for 25 years which is a catalyst for the development of
this world class copper gold porphyry project. We are very
confident that management in the Philippines supported by IDM
International have the experience and expertise to take the project
forward through the next stages of evaluation and development which
will significantly enhance the value of the project."
IDM International, through Crescent Mining Development
Corporation's ("Crescent"), have made very good progress on initial
Pre-Feasibility Studies on the Mankayan copper gold project in the
Philippines since IDM Mankayan acquired its interest in the
Mankayan project in October 2021. This has included:
-- Renewal by the Mines and Geosciences Bureau of the Department
of Environment and Natural Resources of the Philippines government
("MGB") of Crescent's Mineral Production Sharing Agreement No.
057-96-CAR (the "MPSA") for a second 25-year term with effect from
12 November 2021 (the "MPSA Renewal");
-- Meetings with the MGB who have expressed their support and
encouragement for local projects such as the Mankayan Project and
working closely with various Government departments for approvals
required for the development of the Mankayan Project;
-- Working closely with the local communities including direct investment into those areas;
-- The completion of 2 Pre-feasibility holes to depths of 1,000m
each focusing on metallurgy, geotechnical and hydrogeological
studies and the collection and management of all data produced from
the 2 holes for analysis by Crescent's in country team and its
advisors;
-- Commencement of the process of appointing key consultants who
will be undertaking Pre-Feasibility Studies work, including mine
designs and engineering studies, infrastructure and tailings
facilities, environmental studies and indigenous peoples' consent;
and
-- Discussions with private equity and mining finance houses for
the funding of the Pre-Feasibility Studies work program.
Going forward, IDM International and Crescent, along with their
various consultants and advisors, intend to complete a full
Pre-Feasibility Studies during 2023 and 2024 that will present the
Mankayan Project as a globally significant copper-gold project at a
time when the supply-demand gap for copper is expected to be large
as the world transitions to electrification.
Summary of the key terms of the SPA dated 26 October 2022
Parties Bezant Resources Plc and IDM International
Limited
------------------------ ----------------------------------------------------------------------------------
Sale Shares The 44 fully paid ordinary shares in the capital
of IDM Mankayan held by Bezant and representing
27.5% of the shares issued by IDM Mankayan
------------------------ ----------------------------------------------------------------------------------
Consideration Shares 19,381,054 fully paid ordinary shares in the
capital of IDM International representing
27.5% of the shares in issue by IDM International
as enlarged by its acquisition of the Sale
Shares and the 10% of IDM Mankayan that it
is acquiring from the Other IDM Mankayan Shareholder.
------------------------ ----------------------------------------------------------------------------------
Conditions (a) IDM International obtaining the approval
of its shareholders for the issue of the Consideration
Shares to Bezant
(b) completion of the transaction whereby
IDM International will acquire 10% of IDM
Mankayan from the Other IDM Mankayan Shareholder
so that at Completion IDM International will
own 100% of IDM Mankayan; and
(c) the Other IDM Mankayan Shareholder and
Bezant waiving their pre-emption rights in
relation to IDM International acquiring all
the shares of IDM Mankayan which they do not
already own
------------------------ ----------------------------------------------------------------------------------
Deadline for completion 31 March 2023 or such other date as may be
agreed to by the parties in writing
------------------------ ----------------------------------------------------------------------------------
Restrictions on IDM (a) (a) IDM International will not, until
International pending the earlier of Completion or termination of
completion the SPA: (i) (i) subject to (b) below, issue
any securities (including convertible loan
notes or other instruments convertible into
IDM International ordinary shares) other than
for cash consideration and provided that Bezant
has first been given the opportunity, on 14
days written notice, to subscribe for 27.5%
of the securities offered on the same terms
as those offered to participants in the proposed
new issue; (ii) (ii) create any new class
of shares; or (iii) (iii) make any material
changes to the conduct of its Business which
is the supporting and development of the Mankayan
Project, and anything related thereto . (iv)
(b) (b) (a) (i) above does not apply to an
issue by IDM International of: (i) securities
pursuant to a capital raising of at least
A$2 million (before costs) from an investor
(or group of investors); the Convertible Notes
(and their subsequent exercise into IDM International
ordinary shares); (i) (ii) any shares or options
issued in connection with the exercise of
the Convertible Notes; (ii) (iii) securities
in response to the exercise of options or
performance rights on issue (or approved for
issue) as at the date of the SPA; or (iii)
(iv) incentive securities to directors, employees
and/or personnel of IDM International or IDM
Mankayan, or to others engaged in the Mankayan
Project, as approved by the directors of IDM
International.
------------------------ ----------------------------------------------------------------------------------
Warranties The parties have given warranties customary
in an agreement of this nature.
------------------------ ----------------------------------------------------------------------------------
Summary of the Key terms of the Convertible Loan Note dated 26
October 2022
Parties Bezant Resources Plc and IDM International
Limited
---------------------- ----------------------------------------------------------------
Amount being invested A$137,500 (approx. GBP 77K) to acquire 137,500
Notes
---------------------- ----------------------------------------------------------------
Payment Terms & Issue Payment is within 21 Days from date of agreement
Date (the " Issue Date ")
---------------------- ----------------------------------------------------------------
Maturity Date 4 years from Issue Date
---------------------- ----------------------------------------------------------------
Interest 4% per annum which is repayable at the Maturity
Date unless the Notes have been converted
prior to the Maturity Date
---------------------- ----------------------------------------------------------------
Conversion Terms The Company has the right to convert the whole
but not part of the Face Value of each Note
into Shares at A$0.20 at any time (and as
many times) prior to the Maturity Date (the
"Conversion Terms")
---------------------- ----------------------------------------------------------------
Early Conversion Subject to (a) and (b) below the IDM International
by IDM International may elect to redeem the Notes from the Company
before the Maturity Date to the extent they
have not then been converted under the Conversion
Terms by paying to the Company an amount equal
to 110% of the Principal Amount owing under
the Notes ("Early Redemption") provided that
Early Redemption is only permitted;
(a) from 2 years after the Issue Date; and
(b) on IDM International giving 30 days notice
to the Company during which period the Company
can elect to convert the Notes under the Conversion
Terms
---------------------- ----------------------------------------------------------------
Options to be issued For each 2 shares in IDM International issued
to the Company at to the Company under the Conversion Terms
Conversion the Company will also be issued one free new
option to acquire an IDM International share
(an " IDM Option ") with an exercise price
A$0.40 within the 4 years from the date of
issue of the IDM Option.
---------------------- ----------------------------------------------------------------
Warranties The parties have given warranties customary
in an agreement of this nature.
---------------------- ----------------------------------------------------------------
Further information on IDM International
IDM International Limited is incorporated in Australia. For the
year ended 30 June 2021 IDM International made an audited loss of
A$12,319 (approx. GBP6,900) and as at that date had net assets of
A$3,484 (approx. GBP1,956) . Post 30 June 2021 IDM International
established IDM Mankayan Pty Ltd which was incorporated in
Australia on 6 August 2021 as a special purpose vehicle to enter
into the IDM Agreement in relation to the Mankayan Project with
Bezant Resources Plc (see announcement dated 13 September 2021)
which completed in October 2021 . For the period from incorporation
to 31 December 2021 IDM Mankayan Pty Ltd made an unaudited profit
of A$NIL and as at that date had net assets of A$160 (approx.
GBP90). As at the date of this announcement IDM International owns
62.5% of IDM Mankayan Pty Ltd which is its sole subsidiary.
For further information, please contact:
Bezant Resources Plc
Colin Bird, Executive Chairman +44 (0) 20 3416 3695
Beaumont Cornish (Nominated Adviser)
Roland Cornish +44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss +44 (0) 20 7399 9400
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 pursuant to the Market Abuse (Amendment) (EU Exit)
regulations (SI 2019/310).
Technical Glossary
"Pre-Feasibility A Preliminary Feasibility Study (Pre-Feasibility
Study" Study) is a comprehensive study of a range of
options for the technical and economic viability
of a mineral project that has advanced to a
stage where a preferred mining method, in the
case of underground mining, or the pit configuration,
in the case of an open pit, is established and
an effective method of mineral processing is
determined. It includes a financial analysis
based on reasonable assumptions on the Modifying
Factors and the evaluation of any other relevant
factors which are sufficient for a Competent
Person, acting reasonably, to determine if all
or part of the Mineral Resources may be converted
to an Ore Reserve at the time of reporting.
A Pre-Feasibility Study is at a lower confidence
level than a Feasibility Study.
----------------- -------------------------------------------------------
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END
UPDFEAFFMEESEFS
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