Acquisition

RNS Number : 4698X

Bezant Resources PLC

07 December 2010

 



7 December 2010

Bezant Resources Plc

("Bezant" or the "Company")

Acquisition of up to 100 per cent. of a package of highly prospective copper and gold exploration licences in the Jujuy Province, Argentina

Highlights:

·   Asset Purchase Agreement (the "APA") entered into by Bezant under which it has been assigned the exclusive rights and obligations in respect of an Exploration Agreement with an Option to Purchase and Side Letter (together the "Option Agreement") to enable it to acquire up to 100 per cent. of a new company to be incorporated in Argentina ("Newco") which will wholly own 11 exploration licences located in the Jujuy Province of north-west Argentina (the "Eureka Project").

·   The APA requires Bezant to immediately issue an initial four million new ordinary shares and pay a cash consideration of US$200,000, followed by a further tranche of four million new ordinary shares to be issued by no later than 30 April 2011.

·   The Option Agreement covers a two year period, whereby in return for certain outstanding staggered cash payments of up to US$3.9 million to 30 December 2012, Bezant will acquire up to 100% of the Eureka Project.

·   Bezant will be the sole operator and will have total discretion over all exploration expenditure on the Eureka Project.

·   The Eureka Project comprises a package of 11 highly prospective copper and gold exploration licences, covering, in aggregate, an area in excess of approximately 5,500 hectares.

Bezant (AIM: BZT), the AIM listed gold and copper exploration and development company operating in the Philippines and Tanzania, announces that it has yesterday signed and completed an APA with Winetime Holdings Limited ("Winetime").  Under the terms of the APA, Bezant has been assigned all of the contractual rights and obligations of Winetime in the Eureka Project including all the exclusive rights and obligations in respect of the Option Agreement thereby enabling Bezant to acquire up to 100 per cent. of Newco, which is being incorporated by Mr Antonio Giulianotti under the terms of the Option Agreement.  On incorporation of Newco, the interest in certain existing Argentinian exploration licences, currently held directly by Mr Antonio Giulianotti on behalf of himself and four members of his family, all of whom are Argentinian nationals (the "Vendors"), shall be transferred to Newco.  Each of these exploration licences are believed to be highly prospective for both copper and gold (the "Licences").

Accordingly, Bezant has yesterday issued four million new ordinary shares of 0.2 pence each (the "Initial Shares") and paid US$200,000 in cash to Winetime and agreed to issue a further four million new ordinary shares of 0.2 pence each (the "Further Consideration Shares") to Winetime by no later than 30 April 2011.  Winetime has agreed not to dispose of the Initial Shares for a period of twelve months following their date of Admission and not to dispose of the Further Consideration Shares for a period of six months following their date of Admission.

In return for the aforementioned consideration, Bezant has been assigned the Option Agreement enabling it to progressively acquire up to a 100 per cent interest in Newco which will own 100 per cent of the Eureka Project for certain outstanding staggered cash payments over a two year period to 30 December 2012 of up to, in aggregate, US$3.9 million.  The 11 exploration Licences comprising the Eureka Project are shortly intended, subject to the prior receipt of all necessary governmental and regulatory approvals, to be transferred to Newco.  On the incorporation of Newco and the transfer to Newco of the Licences, Bezant or one of its wholly owned subsidiaries shall receive (by way of allotment or transfer) 2.5% of the issued share capital of Newco.  Bezant or one of its wholly owned subsidiaries will then be allotted/transferred shares and achieve ownership in the following increments:

Payment Due Date	Cash Payment Required ($)	Ownership of Newco Received (%)	Cumulative Ownership of Newco Achieved (%)
On incorporation of Newco	Nil*	2.5	2.5
1 March 2011	500,000	12.5	15.0
1 September 2011	500,000	12.5	27.5
1 March 2012	500,000	12.5	40.0
By 30 December 2012	2,400,000	60.0	100.0
Total:	3,900,000	100.0

Note:

* - an initial $100,000 due under the Option Agreement has already been settled by Winetime.

Bezant will have the full exclusive rights to any mining information derived or compiled in relation to the Licences during the two year option period.  In addition, Bezant will be the sole operator and have total discretion over all exploration expenditure on the project with an appropriate work programme to be established in due course.

Upon exercise of the Option Agreement and the subsequent beneficiation of mining activities, Bezant must also grant the Vendors a one per cent. net smelter return or royalty (as defined in the Option Agreement) for the lifetime of any subsequent mining operation, which can be purchased by Bezant for US$500,000 (less any royalties paid up to the date of purchase) at any time after the commencement of any future production.

The Initial Shares, in which Winetime is now interested, represent approximately 7.77 per cent. of Bezant's enlarged issued share capital, are fully paid and rank pari passu with the Company's existing ordinary shares of 0.2 pence each ("Ordinary Shares").

Application will be made to the London Stock Exchange for the Initial Shares to be admitted to trading on AIM ("Admission").  It is expected that Admission will become effective and that dealings in the Initial Shares will commence at 8.00 a.m. on Friday 10 December 2010. The Company's issued ordinary share capital will consist of 51,494,668 Ordinary Shares with voting rights.  Bezant does not hold any Ordinary Shares in treasury and accordingly there are no voting rights in respect of any treasury shares. 

The aforementioned figure of 51,494,668 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 any change to their interest in, Bezant under the Financial Service Authority's Disclosure and Transparency Rules.   

Summary information on the Licences

The 11 Licences comprising the Eureka Project are located in north-west Jujuy near to the Argentine border with Bolivia and are formally known as Mina Eureka, Mina Eureka II, Mina Sur Eureka, Mina Gino I, Mina Gino II, Mina Mason I, Mina Mason II, Mina Julio I, Mina Julio II, Mina Paul I and Mina Paul II, covering, in aggregate, an area in excess of approximately 5,500 hectares and accessible via a series of gravel roads.  To date, no JORC compliant or equivalent resource estimate has been established, but historic exploration activities have been conducted on the project area since the 1980s by Minera Penoles, Codelco and Mantos Blancos, with unaudited unclassified estimates in the order of, in aggregate, up to approximately 62 million tonnes grading at 1% copper and approximately 52,000 ounces of gold as credits. The copper oxide mineralisation occurs in loosely consolidated conglomerates and is the focus of the project's economic potential.  The near surface mineralisation is amenable to heap leaching, while the carbonate content of the conglomerate is reported to be low, thereby reducing potential acid consumption.

Gerry Nealon, Executive Chairman of Bezant, commented:

"I believe these new Licences in Argentina, comprising the Eureka Project, could ultimately represent a significant value adding copper and gold asset to our existing portfolio, alongside our flagship Mankayan copper-gold project in the Philippines. I look forward to announcing further news from the Philippines in the near future."

Dr Bernard Olivier has reviewed and approved the technical information contained within this announcement in his capacity as a qualified person, as required under the AIM rules. Dr Olivier is Technical Director of the Company and a Member of the Australasian Institute of Mining and Metallurgy.

For further information, please contact:

Gerry Nealon

Executive Chairman, Bezant Resources Plc

Tel: [phone]

Bernard Olivier

Technical Director, Bezant Resources Plc

Tel: [phone]

James Harris / Matthew Chandler

Strand Hanson Limited

Tel: [phone]

Alastair Stratton

Matrix Corporate Capital LLP

Tel: [phone]

Laurence Read / Beth Harris

Threadneedle Communications (UK)

Email: [e-mail]

Tel: [phone]

Mob: [phone]

or visit www.bezantresources.com

Notes to editors:

Bezant is currently focussed primarily on the copper and gold mineral sector and its core flagship project remains its Mankayan copper/gold project situated in the Mankayan-Lepanto mining district of the Philippines, an area of established copper and gold mining. The deposit is located approximately 260km north of Manila and 6km east of the copper/gold mine owned and operated by Lepanto Consolidated Mining Company.  Since its discovery in the early 1970s, extensive drilling (more than 45,000 metres over 48 holes) and metallurgical work has been undertaken by Goldfields Asia Ltd, Pacific Falkon and others.  Bezant currently has a JORC compliant mineral resource of 221.6 million tonnes Indicated and 36.2 million tonnes Inferred, grading at 0.49% for copper and 0.52g/t for gold, at a 0.4% copper cut-off.  This equates to an Indicated Resource of 2.42 billion pounds (1.1 million tonnes) of copper and 3.7 million ounces of gold, with a further Inferred Resource of 0.44 billion pounds (0.2 million tonnes) of copper and 600,000 ounces of gold.

 

END

 

 

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