Notice of GM

RNS Number : 1503V

Bezant Resources PLC

09 December 2021

 

9 December 2021

Bezant Resources Plc

("Bezant" or the "Company") 

Notice of GM

Bezant (AIM: BZT), the AIM quoted copper-gold exploration and development company, further to its announcement on 21 October 2021 announces the posting of notice of a General Meeting ("GM") to be held at Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG on Wednesday 29 December 2021 at 09:30 a.m.

COVID-19 IMPACT ON GM: The GM is an important event in the Company's corporate calendar and provides an opportunity for the Company's directors to engage with shareholders. We remain committed, where possible, to ensuring that shareholders can exercise their right to vote and ask questions at the upcoming GM. However, the health  and well-being of our colleagues, shareholders and the wider community in which we operate is and will  continue to be of paramount importance to us. We strongly encourage and request shareholders to appoint the chairman of the  general meeting as their proxy rather than attend in person due to the COVID-19 associated risks.

If your preference is to attend the GM in person, please note that, whilst we currently anticipate this will be possible, we are committed to following Government guidelines in place as at the date of the  general meeting and will also be asking all attendees to adhere to the safety measures of the venue. If you plan to attend in person, we would appreciate proper confirmation by email to [e-mail] to allow us to plan appropriately as numbers may be restricted.

Changes to GM Arrangements: Whilst it remains difficult to predict if government restrictions or guidance may change, we will ensure any changes to the General Meeting arrangements are published on our website and/ or via regulatory information service. Please also check the latest Government guidance before you consider traveling to the venue.

Purpose of the General Meeting

On 21 October 2021 the Company announced a placing of ordinary shares of 0.002p each ("Ordinary Shares") at a price of 0.13 pence per Ordinary Share to raise £1,200,000 (the "Placing").  As part of the consideration for that Placing, placees were also issued warrants (the "Warrants") over 461,538,462 Ordinary Shares at an exercise price of 0.25p per Ordinary Share for a period of three years from the date of admission of the 923,076,923 Ordinary Shares issued as a result of the Placing ("Placing Shares") on 4 November 2021.

Whilst the directors had sufficient authority to allot and issue the Placing Shares, they did not have sufficient authority to issue Ordinary Shares upon exercise of the Warrants and accordingly a resolution is proposed to authorise the issue of those Ordinary Shares in the event of the exercise of the Warrants.

In addition, outstanding remuneration is owed to a director of the Company, Colin Bird, amounting to £80,000 and fees of £50,000 to Quantum Capital & Consulting Limited, a personal service company of Michael Allardice who is a person discharging managerial responsibilities on behalf of the Company (collectively, the "Accrued Fees").  It is proposed that in order to preserve the Company's cash resources the Accrued Fees be satisfied by the issue of new Ordinary Shares upon the same terms as the Placing.  Accordingly, it is proposed that the Accrued Fees will be satisfied by the issue of Ordinary Shares at a price of 0.13 pence per Ordinary Shares (being the price at which Ordinary Shares were issued at the Placing) and Warrants equivalent to one half of the number of Ordinary Shares to be issued exercisable at a price of 0.25p per Ordinary Shares. The Company's closing share price on 8 December 2021 the last practical date prior to the issue of this announcement was 0.12 pence per Ordinary Share.

Although the directors have authority pursuant to resolution no. 8 which was passed at the Company's annual general meeting held on 25 October 2021("AGM") to allot the relevant Ordinary Shares in satisfaction of the Accrued Fees and the proposed transaction is not of sufficient size to fall within the definition of a Related Party Transaction under the AIM Rules, as a matter of general corporate governance, the Company is seeking the authority of shareholders to issue Ordinary Shares and Warrants to satisfy the Accrued Fees in order to preserve the Company's cash resources and to continue the implementation of the Company's strategy.  The number of Ordinary Shares and Warrants to be issued are shown in the table below:

Person	Period of Accrued Fees	Accrued Fees	Ordinary Shares	Warrants
Colin Bird	Aug 19 - Sep 21	£80,000	61,538,462	30,769,231
Quantum Capital and Consulting Ltd (Michael Allardice)	Dec 19 - June 20	£50,000	38,461,538	19,230,769

The Company's closing share price on 7 December 2021 the last practical date prior to the issue of the notice of the General Meeting was 0.135 pence per Ordinary Share.

If Shareholder approval is not obtained to authorise the issue of these Ordinary Shares and Warrants, the Accrued Fees will still be due and will be paid in cash to the director and consultant to whom the Accrued Fees are due.

A letter from Colin Bird the Company's Executive Chairman (the "Chairman's Letter") and the notice of GM will be uploaded to the Company's website and be posted to shareholders today.

For further information, please contact:

Bezant Resources plc Colin Bird Executive Chairman Beaumont Cornish (Nominated Adviser) Roland Cornish Novum Securities Limited (Broker) Jon Belliss or visit http://www.bezantresources.com

[phone] [phone] [phone]

 

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