Final Results

RNS Number : 3970S

Bezant Resources PLC

21 November 2011

 



21 November 2011

Bezant Resources Plc

("Bezant" or the "Company")

Final Results for the Year Ended 30 June 2011

Bezant (AIM: BZT), the AIM listed gold and copper exploration and development company operating in Argentina, the Philippines and Tanzania, announces its audited final results for the year ended 30 June 2011.

Highlights:

Mankayan Copper-Gold Project, Philippines:

·    Completion of an independent Block Cave Conceptual (technical and economic) Scoping Study - Maiden JORC compliant Probable Ore Reserves of 189 million tonnes grading at 0.46% copper and 0.49g/t of gold, resulting in total Recoverable Metal Reserves of 811,000 tonnes of copper and 2.21 million ounces of gold.

Eureka Copper-Gold Project, Argentina:

·    Acquisition, through staged option payments over a two year period, of up to 100 per cent. of a company holding a package of 11 highly prospective copper and gold exploration licences in the Jujuy province of north-west Argentina.

·     First stage of initial exploration programme completed:

o  Encouraging geophysical responses identified; and

o  Preparation for stage two of the initial exploration programme commenced.

Corporate:

·     Singer Capital Markets Limited appointed as sole Broker to the Company.

·     Loss after tax for the twelve month period of £1.55 million (2010: loss of £1.61 million).

·     Approximately £4.4 million cash held at the period end.

·     Successful placing completed in February 2011, raising approximately £4.75 million (gross).

Post Period End:

·     Option agreed for the potential future sale of the Mankayan Project to Gold Fields:

o  Non-refundable, up-front cash payment of US$7 million; and

o  Further cash sum of US$63 million payable on future exercise of the option at any time up until 31 January 2013.

Gerry Nealon, Executive Chairman of Bezant, commented:

"It has been an eventful period for Bezant with both an acquisition of the Eureka Project in Argentina and, most recently, the agreement of an option in respect of the potential future disposal of our Mankayan Project in the Philippines.  Maiden JORC compliant Probable Ore Reserves were delineated in the Philippines and the initial results from the first stage of our exploration programme at Eureka were most promising. We look forward to announcing further progress on the Eureka Project in the year ahead."

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 / David Altberg Strand Hanson Limited	Tel: [phone]
James Maxwell / Jenny Wyllie Singer Capital Markets Limited	Tel: [phone]
Laurence Read / Beth Harris Threadneedle Communications (UK) Email: [e-mail]    or visit http://www.bezantresources.com	Tel: [phone]

Chairman's statement

I am pleased to be able to report to our shareholders upon the further progress made by the Company during its last financial year ended 30 June 2011 and also on our ongoing activities in the period subsequent to our financial year end to date.

Mankayan Project, Philippines:

On 19 January 2011, the Board announced the positive results of an independent technical and economic Block Cave Conceptual Scoping Study (the "Study"), commissioned in August 2010 from TWP Australia Pty. Limited and Mining Plus Pty. Limited on our Mankayan Project on the Island of Luzon, approximately 260km north of Manila (the "Mankayan Project").  As the Study neared completion, the Company was able to announce maiden JORC compliant Probable Ore Reserves of 189 million tonnes grading at 0.46% copper and 0.49g/t of gold, resulting in total Recoverable Metal Reserves of 811,000 tonnes of copper and 2.21 million ounces of gold.  A total mineable inventory statement was also reported in the order of 400 million tonnes of ore at an average grade of 0.38% copper and 0.42 g/t of gold, equating to approximately 1.4 million tonnes of copper and 3.9 million ounces of gold, the latter relating to all of the indicated, inferred and unclassified material incorporated by the mine design within the Study. 

As previously announced, the Board had for some time been conducting a comprehensive review of the strategic options available for its Mankayan Project.  Following this review process, in late February 2011, the Company announced that whilst forming a long term commercial or joint venture partnership to finance and/or assist with the further evaluation and development of the Mankayan Project remained a possible option, the Board believed that an outright sale of the project was the most viable and lowest risk objective for the Company, in order to realise shareholder value in the near term.  The Company subsequently undertook an extensive sale process with a number of interested parties being granted access to a data room, on a confidential basis, containing information on the project.  A shortlist of four selected parties then proceeded to make one or more site visits to the project area with meetings being held with the local community and relevant government officials.

Following a competitive tender process, the Board concluded that the proposed transaction with Goldfields Netherlands Services BV ("Gold Fields") was the most attractive proposal, and following a relatively lengthy period of due diligence and commercial and legal negotiations, on 5 October 2011, I was delighted to announce the proposed grant of an option for the disposal of our wholly owned subsidiary Asean Copper Investments Limited ("Asean") to Gold Fields.  The summary terms of the Option Agreement provided for a non-refundable upfront cash payment of US$7 million with a further cash sum of US$63 million payable upon the potential future exercise of the option in order to acquire the entire issued share capital of Asean.  The option may be exercised by Gold Fields at any time until 31 January 2013.  The proposed grant of the option was formally approved by shareholders at a General Meeting held on 26 October 2011 and the non-refundable cash payment of US$7 million was duly received by the Company that day. 

Prior to the General Meeting, the Board's position regarding the distribution of any future sale proceeds to shareholders was clarified as follows:

"In the event that the Option is exercised and the sale and transfer of the issued shares in Asean is completed the Company anticipates that approximately 50% of the gross sale proceeds will potentially be available for distribution to Shareholders.  A return of cash to Shareholders will be subject, inter alia, to obtaining professional advice from our financial, legal and tax advisers and prevailing exchange rates at the appropriate time, and taking into account the view of Shareholders at that time (as appropriate). Of the 50% of funds retained, all taxes will be paid out of this sum with the remainder being retained to progress the Company's copper/gold exploration portfolio."  

There can of course be no certainty that Gold Fields will exercise the option, but given their current level of financial commitment to the Philippines in relation to Lepanto Consolidated Mining Company's adjacent Far Southeast project, your Board currently considers that there is a good probability that the option will be exercised.  Notwithstanding the latter, your Board also believes that the receipt of the non-refundable upfront cash payment of US$7 million significantly enhances the Company's financial position in the current very uncertain global economic climate.

Eureka Project, Argentina:

In early December 2010, the Company announced that it had entered into an Asset Purchase Agreement (the "APA") under which it was 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 acquire up to 100 per cent. of a newly incorporated Company (Puna Metals S.A.), holding a package of 11 prospective copper and gold exploration licences in the province of Jujuy, north-west Argentina (the "Eureka Project"). 

The APA required the Company to issue an initial four million new ordinary shares to the vendor and pay cash consideration of US$200,000, to be followed by a further tranche of four million new ordinary shares by no later than 30 April 2011, such shares being duly allotted on 18 April 2011. 

The Option Agreement covers a two year period, whereby in return for staggered cash payments of up to, in aggregate, US$3.9 million to 30 December 2012, the Company will acquire up to 100 per cent. of the Eureka Project. 

The Company has to date paid the first two tranches of US$0.5 million each and now owns 27.5 per cent. of Puna Metals S.A..  Bezant is the sole operator and has total discretion over all exploration expenditure on the Eureka Project, which currently has unaudited unclassified resource estimates, based on historic exploration activities, in the order of, in aggregate, up to approximately 62 million tonnes grading at approximately 1% copper and approximately 52,000 ounces of gold as credits. 

On 15 August 2011, the Company announced that it had completed Phase I of its initial exploration programme in relation to the evaluation of historical data and the generation of a geographic information system ("GIS") database.  This included the identification of encouraging geophysical responses with zones of high electrical chargeability and resistivity, which shall provide additional targets for the Company's planned ongoing exploration programme.  The Company is currently engaged in completing an environmental base line study, along with the preparation of statutory Environmental & Social Impact Assessment Reports for submission to the Provincial authorities, prior to being permitted to commence Phase II of its initial exploration programme in early 2012.

Mkurumu Project, Tanzania:

The Company still maintains its 46 per cent. interest in the Mkurumu Project, alongside AngloGold Ashanti ("AGA"), holding an identical 46 per cent., and Tanzanian locals holding the remaining 8 per cent..  As previously reported, the Board fully impaired all of the exploration costs incurred in respect of the Company's Tanzanian projects in the Company's last financial year, in the absence of achieving an Inferred Resource estimate within any of the defined tenement areas.  The Company is currently negotiating for a possible Net Smelter Return Royalty with AGA, in lieu of expending any further exploration costs on the Mkurumu joint venture project.

Financial / Other:

For the twelve month period ended 30 June 2011, the Company incurred a loss after tax of £1,550,000 (2010: loss of £1,610,000). This loss reflects expenditure incurred on our ongoing activities, completion of the Conceptual Scoping Study for the Mankayan Project and the initial acquisition costs associated with our new Eureka Project in Argentina.

In January 2011, we were delighted to announce the appointment of Singer Capital Markets Limited ("SCML") as sole Corporate Broker to the Company and in late February 2011, the Company successfully completed a fundraising which involved a placing of 9,498,935 new ordinary shares by SCML with both existing and new investors at a price of 50 pence per share, raising approximately £4.75 million before expenses.  The net proceeds from the Placing (and the upfront non-refundable fee in respect of the Gold Fields Option Agreement) are to be used primarily to assist in funding the option exercise and initial work programmes in respect of the Eureka Project.

I would like to take this opportunity to once again thank all of our employees and shareholders for their continuing support and look forward to reporting further progress in due course.

Gerard A. Nealon

Executive Chairman                                                                        

18 November 2011

Consolidated Statement of Comprehensive Income

For the year ended 30 June 2011

								2011		2010
				Notes				£'000		£'000
	Continuing operations
	Group revenue						-			-
	Cost of sales						-			-
	Gross profit/(loss)						-			-
	Administrative expenses						(1,555)			(1,370)
	Impairment expenses						-			(244)
	Group operating loss						(1,555)			(1,614)
	Interest receivable						5			4
	Other income						-			-
	Total Income						5			4
	Loss before taxation						(1,550)			(1,610)
	Taxation						-			-
	Loss for the year						(1,550)			(1,610)
	Attributable to: Equity holders of the Company						(1,550)			(1,610)
	Other comprehensive income/(expense):
	Foreign currency reserve movement						58			(3)
	Other comprehensive income/(expense) for the year						58			(3)
	Total comprehensive expense for the year attributable to equity holders of the Company						(1,492)			(1,613)
	Loss per share (pence)
	Basic & Diluted		2				(2.88p)			(3.74p)

Consolidated Statement of Changes in Equity

For the year ended 30 June 2011

	Share Capital £'000	Share Premium £'000	Other Reserves £'000	Accumulated Losses £'000	Total Equity £'000
Balance at 1 July 2010	1,032	23,810	332	(15,880)	9,294
Current year loss	-	-	-	(1,550)	(1,550)
Foreign currency reserve	-	-	58	-	58
Total comprehensive expenses for the year	-	-	58	(1,550)	(1,492)
Share issues	35	7,118	-	-	7,153
Share issue costs	-	(237)	-	-	(237)
Cost of share-based payments	-	-	-	-	-
Balance at 30 June 2011	1,067	30,691	390	(17,430)	14,718

	Share Capital £'000	Share Premium £'000	Other Reserves £'000	Accumulated Losses £'000	Total Equity £'000
Balance at 1 July 2009	1,016	21,904	296	(14,270)	8,946
Current year loss	-	-	-	(1,610)	(1,610)
Foreign currency reserve	-	-	(3)	-	(3)
Total comprehensive expenses for the year	-	-	(3)	(1,610)	(1,613)
Share issues	16	1,960	-	-	1,976
Share issue costs	-	(54)	-	-	(54)
Cost of share-based payments	-	-	39	-	39
Balance at 30 June 2010	1,032	23,810	332	(15,880)	9,294

 

 

Consolidated Balance Sheet

As at 30 June 2011

			2011	2010
	Notes		£'000	£'000
ASSETS
Non-current assets
Intangible assets - goodwill			-	-
Plant and equipment			23	30
Investment in subsidiary			-	-
Investments			7,783	7,429
Deferred exploration and evaluation costs			2,532	-
Total non-current assets			10,338	7,459
Current assets
Trade and other receivables			16	16
Cash at bank and in hand			4,418	1,938
Total current assets			4,434	1,954
TOTAL ASSETS			14,772	9,413
LIABILITIES
Current liabilities
Trade and other payables			54	119
Total current liabilities			54	119
NET ASSETS			14,718	9,294
EQUITY
Share capital	3		1,067	1,032
Share premium account	3		30,691	23,810
Share based payment reserve	4		265	265
Other reserves	4		125	67
Accumulated losses	4		(17,430)	(15,880)
SHAREHOLDERS EQUITY			14,718	9,294

Consolidated Cash Flow Statements

For the year ended 30 June 2011

				2011	2010
			Notes	£'000	£'000
Net cash outflow from operating activities			6	(1,649)	(1,228)
Cash flows from investing activities
Interest received				5	4
Other income				39	31
Proceeds from sale of investments				-	-
Payments for plant and equipment				(5)	(11)
Payments to fund exploration				(128)	(121)
Payments to acquire associate				-	-
Payments to acquire available for sale investments				(314)	-
Loans to associates and subsidiaries				(144)	(123)
Net cash outflow from investing activities				(547)	(220)
Cash flows from financing activities
Cash proceeds from issue of shares				4,750	1,801
Share issue costs				(238)	(54)
				4,512	1,747
Increase in cash				2,316	299
Cash and cash equivalents at beginning of year				1,938	1,642
Foreign exchange movement				164	(3)
Cash and cash equivalents at end of year				4,418	1,938

Notes to the financial statements

For the year ended 30 June 2011

1.	Basis of Preparation The audited financial information set out above, which incorporates the financial information of the Company and its subsidiary undertakings (the "Group"), has been prepared using the historical cost convention and in accordance with International Financial Reporting Standards ("IFRS") including IFRS 6 'Exploration for and Evaluation of Mineral Resources', as adopted by the European Union ("EU") and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The audited financial information contained in this announcement does not constitute the Company's full financial statements for the year ended 30 June 2011 or 2010, but is derived from those financial statements, approved by the board of directors. The auditors' report on the 2011 accounts was unqualified and did not contain any statement under section 498(2) or (3) of the Companies Act 2006.  The full audited financial statements for the year ended 30 June 2011 will be delivered to the Registrar of Companies and filed at Companies House following the Company's forthcoming annual general meeting.
2.		Loss per share
		The basic and diluted loss per share have been calculated using the loss for the 12 months ended 30 June 2011 of £1,550,000 (2010: £1,610,000). The basic loss per share was calculated using a weighted average number of shares in issue of 53,805,262 (2010: 42,993,758). The diluted loss per share has been calculated using an additional weighted average number of shares in issue and to be issued of 56,003,062 (2010: 45,191,558). The diluted loss per share and the basic loss per share are recorded as the same amount, as the conversion of share options decreases the basic loss per share, thus being anti-dilutive.

3.	Share capital
	Number	Class	Nominal value	Year ended 30 June 2011	Year ended 30 June 2010
				£'000	£'000
	Authorised
	690,432,500	Ordinary	0.2p	1,381	1,381
	7,959,196	Deferred	4p	319	319
	625,389	Deferred	99p	619	619
				2,319	2,319
	Allotted, called up and fully paid
	64,993,603 (2010: 47,494,668)	Ordinary	0.2p	129	94
	7,959,196	Deferred	4p	319	319
	625,389	Deferred	99p	619	619
				1,067	1,032
					Number of shares
	The movement in the share capital is summarised below:
	As at 1 July 2010				47,494,668
	6 December 2010 - Shares issued for project acquisition				4,000,000
	25 February 2011 - Subscription shares issued				9,498,935
	18 April 2011 - Shares issued for project acquisition				4,000,000
	As at 30 June 2011				64,993,603

			2011
			£'000
	The share premiums arising as a result of the above share transactions were as follows:
	As at 1 July 2010		23,810
	6 December 2010 - Shares issued for project acquisition		1,194
	25 February 2011 - Subscription shares issued		4,730
	18 April 2011 - Shares issued for project acquisition		1,194
			30,928
	Less: share issue costs		(237)
	As at 30 June 2011		30,691

4.	Statement of movement on reserves
		Share-based payment reserve	Foreign exchange reserve	Revaluation reserve	Accumulated losses
		£'000	£'000	£'000	£'000
	At 1 July 2010	265	67	-	(15,880)
	Cost of share-based payments	-	-	-	-
	Current year loss	-	-	-	(1,550)
	Currency translation differences on foreign operations	-	58	-	-
	At 30 June 2011	265	125	-	(17,430)

5.	Reconciliation of movements in shareholders' funds
		2011	2010
		£'000	£'000
	Loss for the year	(1,550)	(1,610)
	Shares issued less costs	6,916	1,922
	Currency translation differences on  foreign currency operations	58	(3)
	Cost of share-based payments	-	39
	Opening shareholders' funds	9,294	8,946
	Closing shareholders' funds	14,718	9,294

6.	Reconciliation of operating loss to net cash outflow from operating activities
		2011	2010
		£'000	£'000
	Group operating loss	(1,550)	(1,610)
	Depreciation and amortisation	10	8
	Interest income	(5)	(4)
	Share-based payment charge	-	39
	VAT refunds received	(39)	(31)
	Impairment in investments	-	244
	Foreign Exchange loss	-	(135)
	Shares issued in lieu of payment	-	175
	Decrease in debtors	-	85
	Decrease/(increase) in creditors	(65)	1
	Net cash outflow from operating activities	(1,649)	(1,228)
7.	Availability of Annual Report and Financial Statements Copies of the Company's full Annual Report and Financial Statements are expected to be posted today to those shareholders who have elected to receive hardcopy shareholder communications from the Company and, once posted, will also be made available to download from the Company's website at www.bezantresources.com. The Annual Report and Financial Statements will also be made available for inspection at the Company's registered office during normal business hours on any weekday. Bezant Resources Plc is registered in England and Wales with registered number 02918391. The registered office is at Level 6, Quadrant House, 4 Thomas More Square, London E1W 1YW.
8.	Annual General Meeting The Company's next Annual General Meeting ("AGM") will be held on 14 December 2011 and a formal Notice of AGM and proxy form have today been posted to those shareholders who have elected to receive hard copy shareholder communications from the Company and can also be downloaded from the Company's website at www.bezantresources.com.

 

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