Acquisition of Metrock Completed & Issue of Equity

RNS Number : 8745O

Bezant Resources PLC

12 February 2021

 

12 February 2021

Bezant Resources Plc

("Bezant" or the "Company") 

Completion of Acquisition of 100% of Metrock Resources Ltd and its mineral exploration licences in Southern Botswana, comprising the  Kanye Manganese project  issue of Namibian Licence, Issue of Equity and TVR

Bezant (AIM: BZT), the copper-gold exploration and development company, is pleased to announce i) further to its announcement on 22 December 2020 the completion of it acquisition of 100% of Metrock Resources Ltd ("Metrock") and its manganese mineral exploration licences in Southern Botswana comprising the Kanye Manganese Project (the "Metrock Acquisition") and ii) further to its announcement on 19 June 2020 that EPL 7170 which was under application when Bezant acquired Virgo Resources Ltd ("Virgo") has been granted and is now registered in the name of the group's 80% owned subsidiary Hope Namibia Mineral Exploration Pty Ltd Incorporated in Namibia ("Hope Namibia") which also owns EPL 6605. The group also owns EPL 5796 through its 70% owned subsidiary Hope and Gorob Mining Pty Ltd incorporated in Namibia ("Hope and Gorob").

Colin Bird, Executive Chairman of Bezant, commented : 

" We are excited regarding the completion of the acquisition of Metrock and its Kanye Manganese Project which is in an area which has clear evidence of high manganese grades suitable for use in battery metals. We have commenced planning an initial exploration programme  involving reconnaissance field work and trenching and drilling as appropriate .  

The acquisition of EPL 7170 is very exciting in that we now have a 130km tract in the Matchless Copper Belt which has not been explored and is highly prospective. The area will be helicopter flown in the first half of this year to expedite target generation and hopefully expand our copper gold inventory in the area. This at a time when the medium term price outlook for Copper continues to increase with reports on scarcity of new projects and increasing demand due to the acceleration of EV global production. "

Completion of Metrock Acquisition:    

1. Consideration: The share and cash consideration paid by the Company at completion of the Metrock Acquisition is i) £405,000 by the issue of 150,000,000 new ordinary shares of 0.002 pence each in the capital of the Company ("Bezant Shares") at a deemed issue price of 0.27 pence per Bezant Share ("Ordinary Shares Consideration") which is a premium of 17.4% to the closing price of 0.23 pence on 11 February 2021 being the last practicable date prior to this announcement, ii) the issue of 31,800,000 Unlisted Options in the share capital of Bezant. The options will have a strike price of 0.40 pence per share and will have an expiry date of 30 September 2024 ("Option Consideration"). The Company has also issued a total of 84,597,407 Bezant Shares to acquire Loans of £198,213 and settle creditors of £30,200 owed by Metrock which will be issued i) to two of the Vendors namely 50,422,222 Bezant Shares to Breamline Pty Ltd and 5,860,370 Bezant Shares to M&A Wealth Pty Ltd and  ii) 28,314,815 Bezant Shares to Tiger Royalties and Investments Plc (AIM:TIR) ("Loan Accounts Consideration Shares") (the "Consideration"). The Ordinary Shares Consideration and the Loan Accounts Consideration Shares in aggregate represent approximately 6.15% of the Enlarged Share Capital (as defined below) of the Company.

2.  Payment of Metrock Creditors: The Company also settled creditors of Metrock of approximately A$26,508 (approximately £14,900) in cash. 

3.  Further information regarding the Metrock Acquisition is provided below under the heading Further Information Regarding Metrock Acquisition.

Highlights regarding issue of new Namibian Licence:

· Exclusive Prospecting Licence ("EPL") 7170 is valid until 22 October 2023, covering an area of 140km² within the Hope Copper-Gold Project area which is in the Matchless Copper Belt in Namibia. EPL 7170, EPL 5796, and EPL 6605 form a contiguous belt of ground totaling 1,061km² which covers a prospective strike length of 130km of Matchless Belt stratigraphy   and includes   the Company's Hope Copper-Gold Project with a combined Indicated and Inferred Mineral Resource of 10.2Mt @ 1.9% Cu and 0.3g/t Au at a 0.7% Cu cut-off, reported in accordance with the JORC Code (2012)

· The Company proposes to undertake an airborne EM survey in the first half of 2021 along the prospective belt to identify previously unrecognised massive sulphide targets hidden beneath sand/overburden cover and at depth

· The Bezant licence block is located in Namibia which is a safe country with strong copper and zinc potential. The project area has good infrastructure and a history of successful mines owned by major mining companies.  

· 15,763,889 new Bezant Shares at a deemed issue price of 0.27 pence per share, which is a premium of 17.4% to the closing price of 0.23 pence on 11 February 2021 being the last practicable date prior to this announcement, are due to be issued to Bezant's local partner in relation to the issue of EPL 7170 and its transfer to Hope Namibia (the "Initial Shares")  and a further 15,763,889 Bezant Shares are to be issued on 13 July 2021 (the "Balance Shares") (together the "New Shares"). The New Shares will be subject to the lock up and orderly market provisions summarized below under the heading Further Information Regarding Issue of New Namibian Licence. Based on the deemed issue price the value of the New Shares is £85,125.

Issue of Shares to Creditor

8,296,296 new Bezant Shares are being issued to Breamline Pty Ltd to settle A$40,000 (approximately £22,400) owed to it by the Company's wholly owned subsidiary Virgo Resources Ltd (" Virgo ") in relation to a loan and 11,407,407 new Bezant Shares are being issued to Coreks Super Pty Ltd to settle A$55,000 (approximately £30,742) owed to it by Virgo in relation to a loan (the " Virgo Loan Shares ").

Summary of Shares to be issued

Application to trading on AIM : Application will be made to the London Stock Exchange for a total of 270,064,999 new Bezant Shares to be admitted to trading on AIM being the Ordinary Shares Consideration, the Loan Accounts Consideration Shares, the Initial Shares and the Virgo Loan Shares (the "Admission"). It is expected that Admission will become effective and that dealings in the new Bezant Shares will commence at on or around 8.00 a.m. on 18 February 2021.

Total Voting Rights after Fundraising : Following the issue of the Ordinary Shares Consideration, the Loan Accounts Consideration Shares, the Initial Shares and the Virgo Loan Shares, the Company's total issued share capital will consist of 3,813,764,115 Ordinary Shares with voting rights (the "Enlarged Share Capital").  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 above mentioned figure of 3,813,764,115 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.

Further information regarding Metrock Acquisition:

Lock up and Orderly Market: The Ordinary Shares Consideration and the Loan Accounts  Consideration Shares will be subject to orderly market trading and release schedules  as follows;

i)    25% of the Share-based Consideration will be freely tradable on Admission

ii)   25% of the Share-based Consideration will be freely tradable after five (5) months from Completion

iii)  50% of the Share-based Consideration will be freely tradable after ten (10) months from Completion

Colin Bird the Company's Chairman and Raju Samtani the Finance Director of the Company are also directors of Tiger Royalties and Investments Plc which will on completion of the Metrock Acquisition be issued 28,314,815 Bezant Shares at an issue price of 0.27 pence per share (£76,450) which is the same basis on which the Loan Creditors of Metrock will be settled at Completion. The issue of Bezant Shares to Tiger Royalties and Investments Plc is not a related party transaction as it is less than 5% on the AIM class tests. 

Colin Bird the Company's Chairman is a minority (2.73%) shareholder in Metrock and as part of the Completion of the Metrock Acquisition was issued 4,087,193 Bezant Shares at a deemed issue price of 0.27 pence per Bezant Share (approximate value £11,035) being 2.73% of the Ordinary Shares Consideration. The issue of Bezant Shares to Colin Bird is not a related party transaction as it is less than 5% on the AIM class tests. Colin Bird currently owns 87,500,000 Bezant Shares and following the issue of the 4,087,193 Bezant Shares will own 91,587,193 Bezant Shares representing 2.40% of the Enlarged Share Capital.

Significant Shareholder: 

Christian Cordier is a director of Tonehill Pty Ltd, Coreks Super Pty Ltd and Breamline Pty Ltd which upon Admission will own in aggregate Bezant Shares representing 8.662% of the of the Enlarged Share Capital as shown in the table below.

		Shares being issued			At Admission
	Current Holding	Metrock Consideration	Virgo Loan Shares		Holding	As % of the Enlarged Share Capital
Tonehill Pty Ltd	64,356,718	16,348,774			80,705,492	2.116%
Coreks Super Pty Ltd	49,814,576	16,348,774	11,407,407		77,570,757	2.034%
Breamline Pty Ltd	58,168,573	105,599,334	8,296,296		172,064,203	4.512%
Total	172,339,867	138,296,882	19,703,703		330,340,452	8.662%

Further Information Regarding Issue of New Namibian Licence:

Lock up and Orderly Market: The New Shares, from when issued and admitted to trading, will be subject to orderly market trading and release schedules  as follows;

i)    25% of the New Shares will be freely tradable on admission

ii)   25% of the New Shares will be freely tradable after six (6) months from date of admission

iii)  50% of the New Shares will be freely tradable after twelve (12) months from date of admission

Milestone Payments: In the event of a JORC compliant resource being declared on EPL 7170 meeting the milestone triggers in the table below then milestone payments of A$200,000 (approx. GBP112K) in relation to Milestone 1 and A$300,000 (approx. GBP169K) in relation to Milestone 2 would be payable which the Company can elect to settle in cash or Bezant Shares based on the 30 days VWAP prior to the reporting of the JORC Resource meeting the milestone condition or a combination of cash and Bezant Shares.

Milestone	Milestone Condition	Milestone Payment
Milestone 1	Upon delineating and reporting a JORC compliant Inferred Resource on EPL 7170 of greater than 2 Mt @ 2,5% CuEq using a cut-off grade of 0.4% Cu,	A$ 200,000 (approx. GBP112K)
Milestone 2	Upon delineating and reporting a JORC compliant Inferred Resource an on EPL 7170 of greater than 4 Mt @ 2,5% CuEq using a cut-off grade of 0.4% Cu,	A$300,000 (approx. GBP169K)

Ongoing Project assistance: Bezant will enter into a business relationship and general management agreement with Lovisa Mwandingi Haufiku or her nominated business entity for A$6,250 (approx. £3,500) per month as country representative responsible for managing and maintaining communication and relationships with all relevant government departments in relation to EPL 7170 including the mines department.

Hope Copper-Gold Project Background Information

Project Area: The Hope Copper-Gold project (EPL 5796) and adjacent tenures EPL 6605 and EPL 7170, are located in central Namibia approximately 100km to the south west of Windhoek, the capital of Namibia, and about 120km to the south east of the major African port of Walvis Bay. EPL 5796 covers an area of 345km² , whilst EPL 6605 and EPL 7170 cover areas of 579km²  and 310km²  respectively.

Ownership and location: The tenures are located in the Namib Desert of Namibia within the Swakopmund District, Erongo Region accessible by well-maintained gravel roads. EPL 5796 is held by Hope and Gorob Mining which is 70% owned by Hepburn Resources Pty Ltd (100% owned subsidiary of Virgo) and 30% owned by local partner in MKH Tangible investments CC.  EPL 6605 and EPL 7170 are held by Hope Namibian, which is owned 80% by Hepburn Resources Pty Ltd and 20% by Lovisa Mwandingi Haufiku (Namibian Citizen).  

Regional Geology and Mines: The area covered by the Hope Copper-Gold Project is characterised by superficial quaternary sand and gravel overlying the Swakop Group of the Damara Supergroup. The area is dominated by massive mica schists of the Kuiseb Formation of the Pan-African Damara Orogen. These lithologies host multiple high-grade copper-gold Besshi Type massive sulphide deposits, such as the historically mined Otjihase Copper deposit (>16Mt @ 2.2% Cu & 1.2g/t Au) to the northeast of the Hope property.

JORC Resource: The Hope Copper-Gold Project covers 1,061km² of the highly prospective Matchless Copper Belt. The Bezant project area contains a series of copper deposits, of which three (Hope, Gorob-Vendome and Anomaly) make up a combined Indicated and Inferred Mineral Resource of 10.2Mt @ 1.9% Cu and 0.3g/t Au at a 0.7% Cu cut-off, reported in accordance with the JORC Code (2012),, containing 192kt of Cu metal and 3,190kg of Au. Approximately 30% of the Mineral Resource tonnage is classified in the "Indicated" Mineral Resource category with the balance in the "Inferred" Mineral Resource category and the estimate was based on 339 drill holes for a total of 63,855 metres.

Previous Exploration: Previous exploration on the Bezant licence block focussed on the known prospects in the immediate vicinity of the Hope and Gorob deposits on EPL 5796, mainly due to the fact that they outcrop and are still open at depth. This work has led to a sound understanding of these copper-gold prospects but has left the vast majority of the area unexplored, especially by modern exploration techniques. EPL 6605 and EPL 7170 contain the Niedersachsen Cluster which includes three previously discovered copper prospects (Niedersachsen, Aros and Kobos) within EPL 6605 and one copper prospect situated in EPL 7170 (Schlesien, situated close to the north-eastern licence border with EPL 6605).

Sand and overburden cover has hindered past exploration and much of the belt lies hidden under such cover.

Planned Regional Exploration: Apart from evaluation of the historic copper showings along the belt, Bezant proposes to test the massive sulphide potential by undertaking a regional airborne EM survey to identify conductors either hidden from previous explorers by sand/overburden cover or buried at depth. Commencement of this survey is planned for the first half of 2021.

EPL Licences: Exclusive Prospecting Licences such as EPL 5796, EPL 6605 and EPL 7170 allow searching, whether by way of excavations or otherwise, for minerals or group of minerals with a view to delineating or evaluating deposits or concentrations of any such a mineral or group of minerals. EPL 5796 is for base and rare metals and precious metals and EPL 6605 and EPL 7170 are for base and rare metals: dimension stone, industrial minerals; precious metals.  

The information on the Hope Copper-Gold Project has been sourced from the geology and resource estimate competent persons report prepared by Measured Group Pty Ltd for Virgo Resources Limited on 18 October 2019.

For further information, please contact:

Bezant Resources Plc  Colin Bird Executive Chairman	[phone]
Beaumont Cornish (Nominated Adviser)  Roland Cornish	[phone]
Novum Securities Limited (Broker) Jon Belliss	[phone]

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 Regulation (EU) No. 596/2014. 

Qualified Person:

Technical information in this announcement has been reviewed by Edward (Ed) Slowey, BSc, PGeo, technical director of Bezant Resources Plc . Mr Slowey is a graduate geologist with more than 40 years' relevant experience in mineral exploration and mining, a founder member of the Institute of Geologists of Ireland and is a Qualified Person under the AIM rules.  Mr Slowey has reviewed and approved this announcement.

TECHNICAL GLOSSARY 

The following is a summary of technical terms:

A 'Mineral Resource' is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

An 'Indicated Mineral Resource' is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.

An 'Inferred Mineral Resource' is that part of a Mineral Resource for which quantity and grade (or quality) are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

"Au"  Gold

"Cu"  Copper

"Mt"  million tonnes

"kt"  thousand tonnes

"g/t"  grammes a tonne

 Note:

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 set out 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.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Colin Bird
2.	Reason for the Notification
a)	Position/status	Director of the Company (Executive Chairman)
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 0.002p each in the share capital of the Bezant Resources plc
	Identification code	GB00B1CKQD97
b)	Nature of the Transaction	Issue of ordinary shares as consideration for an acquisition
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.27p 4,087,193
d)	Aggregated information Aggregated volume Price	N/A (Single transaction) N/A
e)	Date of the transaction	12 February 2021
f)	Place of the transaction	Outside a trading venue

 

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