TIDMBZT
RNS Number : 5628I
Bezant Resources PLC
22 March 2018
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 GBP37,558 of director fees and the settlement
of, in aggregate, a further GBP139,250 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 GBP0.002 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
GBP37,558, 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 GBP12,558 and GBP25,000 respectively, amounting to
GBP37,558 in aggregate.
Issue of Equity
Certain of the Company's directors have agreed to convert
outstanding fees of GBP31,233, 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 GBP22,217, due in respect
of the same period, into 4,937,111 new Ordinary Shares (the
"Management Shares"). In addition, GBP30,000 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 GBP55,800 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 Fee Conversion Ordinary Shares % of voting rights
of Ordinary Shares to be held on on
Shares Received Admission Admission
Non-Executive
Evan Kirby 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 Tel: +44 (0)20 3289
Laurence Read 9923
Chief Executive Officer
Strand Hanson Limited (Nomad)
James Harris / Matthew Chandler Tel: +44 (0)20 7409
/ James Dance 3494
Peterhouse Corporate Finance
Limited (Broker) Tel: +44 (0)20 7220
Lucy Williams / Duncan Vasey 9797
/ Heena Karani
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.
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 Ordinary shares of 0.2p each
Financial instrument, in the share capital of Bezant
type of instrument 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 N/A (Single transaction)
Aggregated volume
Price
--- ------------------------------- --------------------------------
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 Ordinary shares of 0.2p each
Financial instrument, in the share capital of Bezant
type of instrument 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 N/A (Single transaction)
Aggregated volume
Price
--- ------------------------------- --------------------------------
e) Date of the transaction 21 March 2018
--- ------------------------------- --------------------------------
f) Place of the transaction London Stock Exchange, AIM
Market (XLON)
--- ------------------------------- --------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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