TIDMBZT
RNS Number : 9152Q
Bezant Resources PLC
30 June 2022
30 June 2022
Bezant Resources Plc
("Bezant" or the "Company")
Final Results for period to 31 December 2021
Bezant Resources plc ("Bezant" or the "Company"), the
exploration and resource development company with projects located
in Namibia, Botswana, Cyprus, Argentina, Philippines and Zambia,
reports its audited full year results for the year ended 31
December 2021.
The Annual Report and Financial Statements for the year ended 31
December 2021 is being sent to shareholders and will shortly be
available on the Company's website
https://www.bezantresources.com/
Please note that page references in the text below refer to the
page numbers in the Annual Report and Financial Statements.
The audited financial information contained in this announcement
does not constitute the Company's full financial statements for the
year ended 31 December 2021, but is derived from those financial
statements, approved by the board of directors. The auditors'
report on the 2021 financial statements was unqualified and did not
contain any statement under section 498(2) or (3) of the Companies
Act 2006 but did as in 2020 contain an 'material uncertainty'
paragraph relating to going concern. The full audited financial
statements for the year ended 31 December 2021 will be delivered to
the Registrar of Companies and filed at Companies House.
This announcement contains information which, prior to its
disclosure, was inside information as stipulated under Regulation 7
of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as
amended).
For further information, please contact:
Bezant Resources Plc
Colin Bird +44 (0) 20 3416
Executive Chairman 3695
Beaumont Cornish (Nominated Adviser)
Roland Cornish +44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss +44 (0) 20 7399 9400
or visit http://www.bezantresources.com
Chairman's Statement
Dear Shareholder,
We have made good progress during the year under review with all
our projects and the Board is of the opinion that we have a strong
portfolio of projects in the right commodities and the African
focus will be good for our ambitions and shareholders.
During the year under review and currently, the project, which
continues to grow and excite is the Hope and Gorob copper and gold
project in Namibia. When we acquired the project, we had a
substantial database that concluded that the project had good
copper and gold grade and could potentially support a small mining
operation for at least 10 years. We have now integrated all the
data and carried out further near-surface drilling and believe that
the project is of significantly more value than previously
considered. A number of conclusions were drawn by past operators,
which in fact turned out to be extremely unreliable. For example,
the prognosis that little ore existed above 150m, has proved to be
invalid and our drilling has to date identified similar grades as
experienced below 150m, within 25m of surface. We have also
identified gold in the Gorob section and at this time suspect that
a separate gold horizon may exist, notwithstanding the significant
gold influence of copper grades.
We will be submitting a mining licence as previously indicated
and intend to test the 17km of potential strike to determine just
how large a deposit exists.
The manganese project in Botswana has made satisfactory progress
and after several campaigns, we have identified a suitable target
for test drilling. The intention of the drilling programme will be
to test for battery grade manganese in sufficient quantities to
justify a mining development.
The Mankayan project has now been monetised in the form of an
arrangement with a group called IDM International Ltd in Australia
whose management team has operating experience in the Philippines
and has good corporate experience of developing projects. The
opportunity exists for development for onward sale or for a
dedicated IPO - all of which will be considered during the second
half of this year. We have retained 27.5 % of our interest in the
project and, I look forward to assisting the new owners with their
endeavours going forward and hope to report a favourable outcome
before end of the year.
Argentina's COVID situation in 2021 discouraged prospective
investors from visiting Argentina but now that Foreign Nationals
are permitted to visit Argentina the Company intends to focus on
securing a joint venture partner and or conducting exploration on
the Eureka project
In light of technical and regulatory issues related to the
Kalengwa project the Company has with the agreement of its partners
agreed to pause work on this project pending resolution of these
issues and accordingly has decided with effect from 31 December
2021 to make a full provision against its investment in the
Kalengwa project.
Whilst the world's stock markets are extremely volatile some
major mining companies like Glencore are performing extremely well,
the converse is the case for the smaller companies in the resource
sector. I believe this disconnect is an unusual phenomena and is
unsustainable. The demand for all metals have never been so strong
and the accompanying forecasts suggest that the strength will
continue through this decade.
The board strongly believe that junior resource companies with
good mineable deposits will be in much demand in the short to
midterm and as such we remain committed to our mission, with Hope
and Gorob leading our endeavours.
I would like to thank my fellow directors and management for
their endeavours through the year under review and their ongoing
support in the year to date. We look forward to enhancing the value
of our portfolio during the coming year and beyond, always being
responsive to new opportunities that present themselves or that we
can engineer .
Mr Colin Bird
Executive Chairman
30 June 2022
Board of directors
For the year ended 31 December 2021
Mr Colin Bird (Executive Chairman) (Appointed 2 March 2018)
Experience and Expertise
Mr Bird, aged 78, joined the board in March 2018, replacing Mr
Ed Nealon as Chairman, following a review of Bezant's portfolio and
a strategic investment in the Company undertaken in February 2018
by himself as a private individual and also via Tiger Resource
Finance Plc, of which he is Chairman.
Colin is a chartered mining engineer with multi commodity mine
management experience in Africa, Spain, Latin America and the
Middle East. He has been the prime mover in a number of public
company listings in the UK, Canada and South Africa. His most
notable achievement was founding Kiwara Resources Plc and selling
its prime asset, a copper property in Northern Zambia, to First
Quantum Minerals for US$260 million in November 2009.
Other current directorships
Includes African Pioneer Plc, Bird Leisure and Admin (Pty) Ltd,
Braemore Resources Ltd, Camel Valley Holdings Inc, Crocus-Serv
Resources (Pty) Ltd, Dullstroom Plats (Pty) Ltd , Enviro Mining Ltd
, Enviro Processing Ltd, Enviro Props Ltd , Galagen (Pty) Ltd,
Galileo Resources Plc, Galileo Resources South Africa (Pty) Ltd,
Glenover Phosphate (Pty) Ltd, Holyrood Platinum (Pty) Ltd, Kendrick
Resources Plc, Kabwe Operations Mauritius , Lion Mining Finance
Ltd, Maude Mining & Exploration (Pty) Ltd, Mitte Resources
Investment Ltd, New Age Metals Inc, NewPlats (Tjate) (Pty) Ltd,
Newmarket Holdings, Revelo Resources Corp, Sandown Holdings ,
Shamrock Holdings Inc., Tiger Resource Finance Plc, Tjate Platinum
Corporation (Pty) Ltd, Umhlanga Lighthouse Café CC, Windsor
Platinum Investments (Pty) Ltd , Windsor SA Pty Ltd ,Virgo Business
Solutions (Pty) Ltd and Xtract Resources Plc.
Former directorships in the last 5 years
1 Tara Bar and Restaurant CC, Add X Trading 810 CC, Afminco
(Pty) Ltd, Dialyn Café CC, Emanual Mining and Exploration (Pty)
Ltd, Europa Metals Ltd, Isigidi Trading 413 CC, Jubilee Metals
Group Plc,,Jubilee Smelting & Refining (Pty) Ltd , Jubilee
Tailings Treatment Company (Pty) Ltd , M.I.T. Ventures Group ,
Mokopane Mining & Exploration (Pty) Ltd, NDN Properties CC,
Orogen Gold Plc, Pilanesberg Mining Co (Pty) Ltd, Pioneer Coal
(Pty) Ltd, PowerAlt (Pty) Ltd, SacOil Holdings Ltd and Sovereign
Energy Plc , Thos Begbie Holdings (Pty) Ltd)
Special responsibilities
Executive Chairman of the Board/Remuneration Committee and
member of the Audit Committee.
Interests in shares and options
168,125,655 ordinary shares in the capital of the Company.
5,555,555 warrants with each warrant giving the right to
subscribe for a new ordinary share at a price of one pence per
share which expired on 6 September 2020.
31,250,000 warrants expiring on 26 June 2022 which give the
right to subscribe for ordinary shares at a price of 0.16p per
share.
15,625,000 warrants expiring on 14 September 2022 which give the
right to subscribe for ordinary shares at a price of 0.16p per
share.
30,769,231 warrants expiring on 4 November 2024 which give the
right to subscribe for ordinary shares at a price of 0.25p per
share.
The following options over ordinary shares in the Company which
all expire 21 June 2028
15,000,000 at an exercise price of 0.5 pence.
12,500,000 at an exercise price of 1 pence.
24,000,000 at an exercise price of 0.425 pence per share.
24,000,000 at an exercise price of 0.564 pence per share.
Dr. Evan Kirby (Non-Executive Director) (Appointed 4 December
2008)
Experience and Expertise
Dr Kirby, aged 71, is a metallurgist with over 40 years' of
international involvement. He worked initially in South Africa for
Impala Platinum, Rand Mines and then Rustenburg Platinum Mines.
Then in 1992, he moved to Australia to work for Minproc Engineers
and then Bechtel Corporation. After leaving Bechtel in 2002, he
established his own consulting company to continue with his ongoing
mining project involvement. Evan's personal "hands on" experience
covers the financial, technical, engineering and environmental
issues associated with a wide range of mining and processing
projects.
Other current directorships
Technical director of Jubilee Metals Group PLC (Aim listed),
Non-executive director of Europa Metals Ltd (listed on AIM and AltX
of the JSE) and Kendrick Resources Plc (listed on standard market
of the London Stock Exchange) , and Director of private company,
Metallurgical Management Services Pty Ltd.
Former directorships in the last 5 years
Balma Resources Pty Ltd, New Energy Minerals Limited (formerly
Mustang Resources Limited and ASX listed), Nyota Minerals Limited
(listed on AIM and ASX), Nyota Minerals (UK) Limited and Kefi
Minerals (Ethiopia) Limited (formerly named Nyota Minerals
(Ethiopia) Limited).
Special responsibilities
Chairman of the Audit Committee and member of the Remuneration
Committee.
Interests in shares and options
7,479,374 fully paid ordinary shares in Bezant Resources
Plc.
The following options over ordinary shares in in the Company
which all expire 21 June 2028
5,000,000 at an exercise price of 0.5 pence.
2,500,000 at an exercise price of 1 pence.
10,000,000 at an exercise price of 0.425 pence per share.
10,000,000 at an exercise price of 0.564 pence per share.
Mr Ronnie Siapno (Non-Executive Director) (Appointed 25 October
2007)
Experience and Expertise
Mr Siapno, aged 58 graduated from the Saint Louis University in
the Philippines in 1986 with a Bachelor of Science degree in Mining
Engineering and is a lifetime member of the Philippine Society of
Mining Engineers. Since graduation, he has held various consulting
positions such as Mine Planning Engineer to Benguet Exploration
Inc., Mine Production Engineer to Pacific Chrome International
Inc., Exploration Engineer to both Portman Mining Philippines Inc.
and Phoenix Resources Philippines Inc. and Geotechnical Engineer to
Pacific Falkon Philippines Inc.
Other current directorships
President of Crescent Mining and Development Corporation and
Director of Bezant Holdings Inc. Non-Executive President and
Director of Cleangrean Solutions, Inc.
Former directorships in the last 5 years
Former director of Asean Copper Investment Ltd.
Special responsibilities
Remuneration Committee.
Interests in shares and options
1,333,334 fully paid ordinary shares in Bezant Resources
Plc.
The following options over ordinary shares in in the Company
which all expire 21 June 2028
7,500,000 at an exercise price of 0.5 pence per share.
5,000,000 at an exercise price of 1 pence per share.
5,000,000 at an exercise price of 0.425 pence per share.
5,000,000 at an exercise price of 0.564 pence per share.
Mr Raju Samtani (appointed 26 October 2020)
Experience and Expertise
Mr. Samtani, aged 53, is an Associate Chartered Management
Accountant, and is Finance Director of the AIM-listed Tiger
Royalties and Investments Plc. Mr. Samtani's previous experience
includes his position as founder shareholder and Finance Director
of Kiwara Plc which was acquired by First Quantum Minerals Ltd in
January 2010. Earlier in his career he spent three years as Group
Financial Controller at marketing services agency - WTS Group
Limited, where he was appointed by the Virgin Group to oversee
their investment in the WTS Group Ltd.
Other current directorships
Tiger Royalties and Investments Plc
Myning Ventures Ltd
African Pioneer Plc
Former directorships in the last 5 years
None
Special responsibilities
Mr. Samtani is the Company's Finance Director and member of the
Audit Committee.
Board of directors (continued)
For the year ended 31 December 2021
Interests in shares and options
48,611,111 fully paid ordinary shares in Bezant Resources
Plc.
37,500,000 warrants expiring on 26 June 2022 which give the
right to subscribe for ordinary shares at a price of 0.16p per
share.
The following options over ordinary shares in in the Company
which all expire 21 June 2028
20,000,000 at an exercise price of 0.425 pence per share.
20,000,000 at an exercise price of 0.564 pence per share.
Mr Edward Slowey (appointed 26 October 2020)
Experience and Expertise
Mr. Slowey, aged 71, holds a BSc degree in Geology from the
National University of Ireland and is a founder member of The
Institute of Geology of Ireland. Mr. Slowey has more than 40 years'
experience in mineral exploration, mining and project management
including working as a mine geologist at Europe's largest zinc mine
in Navan, Ireland and was
exploration manager for Rio Tinto in Ireland for more than a
decade, which led to the discovery of the Cavanacaw gold deposit.
Mr. Slowey is an experienced exploration geologist, having worked
in Africa, Europe, America and the FSU and his experience includes
joint venture negotiation, exploration programme planning and
management through to feasibility study implementation for a
variety of commodities. As a professional consultant, Mr. Slowey's
work has included completion of CPR's and 43-101 technical reports
for international stock exchange listings and fundraising, while
also undertaking assignments for the World Bank and European Union
bodies. Mr. Slowey has also served as director of several private
and public companies, including the role of CEO and Technical
Director at AIM-listed Orogen Gold Plc which discovered the Mutsk
gold deposit in Armenia.
Other current directorships
Silver Investments Limited
Galileo Resources plc
St Vincent Minerals US Inc
Camel Valley Holdings Inc
Crocus-Serv Resources Pty Ltd
Virgo Business Solutions Pty Ltd
St Vincent Minerals Inc
Fulcrum Metals Ltd
Former directorships in the last 5 years
None
Special responsibilities
Mr. Slowey is the Company's Technical Director with oversight
over the Company's projects.
Interests in shares and options
Mr Slowey does not currently hold any shares, or warrants in the
Company.
The following options over ordinary shares in in the Company
which all expire 21 June 2028
20,000,000 at an exercise price of 0.425 pence per share.
20,000,000 at an exercise price of 0.564 pence per share.
Strategic report
For the year ended 31 December 2021
Principal activity
The Company is registered in England and Wales, having been
first incorporated on 13 April 1994 under the Companies Act 1985
with registered number 02918391 as a public company limited by
shares, in the name of Yieldbid Public Limited Company. On 19
September 1994, the Company changed its name to Voss Net Plc, with
a second change of name to that of Tanzania Gold Plc on 27
September 2006. On 9 July 2007, the Company adopted its current
name of Bezant Resources Plc.
The Company was listed on AIM, a market operated by the London
Stock Exchange, on 14 August 1995.
The principal activity of the Group is natural resource
exploration, development and beneficiation.
Its FTSE Sector classification is that of Mining and FTSE
Sub-sector that of Gold Mining.
Review of Business and future prospects
The Chairman's statement contains a review of 2021 and refers to
the Company's focus on its copper and gold asset portfolio. During
the coming year the Company intends to focus on its projects in
Southern Africa where the Company has projects in Namibia, Botswana
and Zambia, its joint venture in Cyprus, and completing a joint
venture transaction or exploring its Argentina project and its
investment in the Philippines.
Principal risks and uncertainties facing the Company
The principal risks and uncertainties facing the Company are
disclosed in the Directors' report on pages 14 to 22.
Performance of the Company
The Company is an exploration entity whose assets comprise
early-stage projects that are not yet at the production stage.
Currently, no revenue is generated from such projects. The key
performance indicators for the Company are therefore linked to the
achievement of project milestones and the increase in overall
enterprise value.
Directors' section 172 statement
The following disclosure describes how the Directors have had
regard to the matters set out in section 172 and forms the
Directors' statement required under section 414CZA of The Companies
Act 2006. This new reporting requirement is made in accordance with
the new corporate governance requirements identified in The
Companies (Miscellaneous Reporting) Regulations 2018, which apply
to company reporting on financial years starting on or after 1
January 2019.
The matters set out in section 172(1) (a) to (f) are that a
Director must act in the way they consider, in good faith, would be
most likely to promote the success of the Company for the benefit
of its members as a whole, and in doing so have regard (amongst
other matters) to:
a. the likely consequences of any decision in the long term.
b. the interests of the Company's employees.
c. the need to foster the Company's business relationships with suppliers, customers and others;
d. the impact of the Company's operations on the community and the environment;
e. the desirability of the Company maintaining a reputation for
high standards of business conduct; and
f. the need to act fairly between members of the Company.
The analysis is divided into two sections, the first to address
Stakeholder engagement, which provides information on stakeholders,
issues and methods of engagement. The second section addresses
principal decisions made by the Board and focuses on how the regard
for stakeholders influenced decision-making.
Section 1: Stakeholder mapping and engagement activities within
the reporting period
The Company continuously interacts with a variety of
stakeholders important to its success, such as equity investors,
employees, government bodies, local community and professional
service providers. The Company works within the limitations of what
can be disclosed to the various stakeholders with regards to
maintaining confidentiality of market and/or commercially sensitive
information.
Who are the Why is it important How did Bezant What resulted
key stakeholder to engage this engage with the from the engagement
groups group of stakeholders stakeholder group
Equity investors As an exploration The key mechanisms The Company engaged
company without of engagement with investors
All substantial a revenue generating include on topics of strategy,
shareholders project access -- The AGM and governance, project
that own more to capital is Annual and Interim updates and performance.
than 3 per cent. of vital importance Reports.
of the Company's to the long-term -- Investor roadshows Please see "Relationship
shares are listed success of our and presentations. with shareholders"
on page 19 of business to be -- Access to section of the
the Directors' able to continue the Company's Corporate governance
Report. developing exploration brokers and advisers report on page
projects and -- Regular news 26.
Company is an cover corporate and project updates.
exploration entity overheads. The Chairman presented
whose assets on a number of
comprise early-stage Through our engagement investor programs
projects that activities, we but due to Covid-19
are not yet at strive to obtain restrictions and
the production investor buy-in chaired the 2021
stage. Currently, into our strategic Annual General
no revenue is objectives. but was not able
generated from in 2021 to conduct
such projects. We are seeking roadshows or one
As such, existing to promote an on one meetings.
equity investors investor base
and potential that is interested
investment partners in a long term
are important holding in the
stakeholders. Company and will
support the Company
in achieving
its strategic
objectives.
------------------------ ------------------------ --------------------------
Employees The number of -- The Company The Board met
The Company has and location maintained an to discuss long
one part-time of future employees open line of term remuneration
employee and will be dependent communication strategy.
at the year-end upon the development between its, Board reporting
had five directors of its exploration professional has been optimised
4 of whom are projects which service providers to include sections
resident outside at the date of and Board of on engagement
the U.K. with this report are Directors. with local communities
one resident situated in Zambia, -- The Executive and prospects
in the U.K. Namibia, Botswana, Chairman reported for future employment.
Argentina and regularly to Directors trained
the Philippines. the Board, including in aspects of
The Directors the provision corporate policies
consider workforce of board information. and procedures
issues holistically -- There is a to engender positive
for the Group formalised director corporate culture
as a whole and induction into aligned with the
the Company's the Company's Company code of
long-term success corporate governance conduct.
in developing policies and Meetings were
its exploration procedures. held with directors
projects will to provide project
be predicated updates and ongoing
on the development business objectives.
of a local workforce
in the countries
of its exploration
projects. (see
the principal
risk and uncertainty
starting on page
20).
------------------------ ------------------------ --------------------------
Governmental The Group will The Group maintained The Group has
bodies only be able its good relations given general
The Group is to develop its with the respective corporate presentations
impacted by national, exploration projects government bodies to senior federal
regional and once it receives and frequently government officials.
local governmental relevant licences communicates
organisations and permits from progress. To date, the Group
in the UK where local governments -- The Group has received its
it is incorporated to explore, mine engages with requisite environmental
and in countries and undertake the relevant and land use permits
in which it has mineral processing. departments of to enable its
exploration projects the relevant exploration activities.
which includes, government in
Botswana, Cyprus, order to progress
Zambia, Namibia, the operational
Argentina and licences it will
the Philippines. require
-- The Group
engages local
in-country experts
to advise it
on regulatory
matters.
Community The community -- The Company The Company has
The local community provides social identifies key systems in place
at the Company's licence to operate. stakeholders to engage with
exploration projects We need to engage within the local the local community
in Botswana, with the local community based as part its sustainability
Cyprus, Zambia, community to on work programs initiatives.
Namibia, Argentina build trust. within the reporting
and the Philippines Having the community's period. Stakeholder identification
and the surrounding trust will mean -- Bezant's modus enables the Company
area. it is more likely operandi is to to identify representatives
that any fears have open dialogue of stakeholder
the community with the local groups and community
has can be assuaged government and groups to engage
and our plans community leaders with as it develops
and strategies regarding project its projects.
are more likely development.
to be accepted. -- The Company
Community engagement has existing
will inform better CSR policies
decision making. and management
structure at
The Company will corporate level.
in due course The Company will
have a social expand on these
and economic policies and
impact on the structures at
local community a local project
and surrounding level as the
area. The Company Company moves
is committed into further
to ensuring sustainable exploration activities
growth minimising and ultimately
adverse impacts. into construction
The Company will and then production.
engage these
stakeholders
as appropriate.
-------------------------- ------------------------- ------------------------------
Professional Our professional -- The Company The use of third-party
service providers service providers continues to exploration services
During the exploration are fundamental work closely for analysis and
phase, we will to ensuring that with professional field operations
be using key the Company can service providers as required rather
professional complete projects to meet deliverables. than the Company
service providers on time and budget. -- One on one maintaining its
who provide drilling, Using quality meetings and own full time
geochemical, professional regular project in-house exploration
geological analysis, service providers and work assignment department and
assaying and ensures that updates with conducting its
other services as a business professional own exploration
under commercial we meet the high service providers. activities in
contracts. standards of multiple countries
performance that with an in-house
At a local level, we expect of team provides
we also partner ourselves and very significant
with a variety those we work cost savings to
smaller companies/providers, with. the Company whilst
some of whom enabling the Company
are independent, to diversify its
or family run project and jurisdiction
businesses. risks.
-------------------------- ------------------------- ------------------------------
Section 2: Principal decisions by the board post year end
Principal decisions are defined as both those that have
long-term strategic impact and are material to the Group, but also
those that are significant to key stakeholder groups. In making the
following principal decisions, the Board considered the outcome
from its stakeholder engagement, the need to maintain a reputation
for high standards of business conduct and the need to act fairly
between the members of the Company. The Company makes regular
announcements of decisions that strategically impact the Company
with decisions during the year being reported in the Chairman's
letter to shareholders (page 4) and Directors' report on page 14.
Decisions post the year end are referred to in note 25 to the
financial statements which is a summary of post balance sheet
events.
On behalf of the Board
Mr Colin Bird
Executive Chairman
30 June 2022
Directors' report
For the year ended 31 December 2021
The Directors present their report together with the audited
financial statements of Bezant Resources Plc (the "Company") and
its subsidiary undertakings (together, the "Group" or "Bezant") for
the year ended 31 December 2021.
The principal activity, review of the business and future
development disclosures are contained in the Chairman's Statement
on pages 4 to 5 and the Strategic Report on page 10 to 13.
Results and dividends
The Group's results for the year are set out in the financial
statements. The Directors do not propose recommending any
distribution by way of dividend for the year ended 31 December
2021.
Directors
The following directors have held office during and subsequent
to the reporting year:
Colin Bird
Ronnie Siapno
Evan Kirby
Raju Samtani
Edward Slowey
Directors' interests
The beneficial and non-beneficial interests of the current
directors and related parties in the Company's shares were as
follows:
Ordinary Percentage
shares of of issued
0.002p each share capital
C. Bird 168,125,655 3.34 %
E. Kirby 7,479,374 0.15%
R. Siapno 1,333,334 0.03%
R Samtani 48,611,111 0.96%
E Slowey - -
Options awarded and warrants
On 23 August 2018, 87,500,000 options over ordinary shares of
0.002p each in the capital of the Company ("Ordinary Shares") were
granted pursuant to the Executive Share Option Scheme approved at
the Company's Annual General Meeting ("AGM") held on 22 June 2018
(the "Options"). Of the 87,500,000 Options, 75,000,000 were awarded
to directors of the Company as detailed on the next page:
Options exercisable Options exercisable
at 0.5 pence at 1 pence
(vested on (vested on
23 August 31 January
2018) 2019)
C. Bird(1)(2)(3) 15,000,000 12,500,000
L. Read 15,000,000 12,500,000
E. Kirby 5,000,000 2,500,000
R. Siapno 7,500,000 5,000,000
On 9 November 2020, 220,000,000 options over ordinary shares of
0.002p each in the capital of the Company ("Ordinary Shares") were
granted pursuant to the Executive Share Option Scheme approved at
the Company's Annual General Meeting ("AGM") held on 22 June 2018
(the "Options"). Of the 220,000,000 Options, 158,000,000 were
awarded to directors of the Company as detailed below:
Options exercisable Options exercisable
at 0.425 at 0.565
pence (vested pence (vested
on 9 November on 31 March
2020) 2021)
C. Bird(1)(2)(3) 24,000,000 24,000,000
E. Kirby 10,000,000 10,000,000
R. Siapno 5,000,000 5,000,000
R Samtani(4) 20,000,000 20,000,000
E Slowey 20,000,000 20,000,000
(1) Colin Bird also has 31,250,000 warrants expiring on 26 June
2022 which give the right to subscribe for ordinary shares at 0.16p
per share which were issued to him on 26 June 2020 on the same
terms as all other participants in the GBP350,000 Equity
fundraising announced on 19 June 2020
(2) Colin Bird also has 15,625,000 warrants expiring on 14
September 2022 which give the right to subscribe for ordinary
shares at a price of 0.16p per share which were issued to him on 14
September 2020 on the same terms as all other participants in the
GBP625,000 Equity fundraising announced on 28 August 2020
(3) Colin Bird also has 30,769,231 warrants expiring on 4
November 2024 which give the right to subscribe for ordinary shares
at a price of 0.25p per share which were issued to him 6 January
2022 in lieu of outstanding fees.
(4) Raju Samtani has 37,500,000 warrants expiring on 26 June
2022 which give the right to subscribe for ordinary shares at a
price of 0.16p per share which were issued to him on 26 June 2020
prior to his appointment as a director of the company, on the same
terms as all other participants in the GBP350,000 Equity
fundraising announced on 19 June 2020.
Report on directors' remuneration and service contracts
This report has been prepared in accordance with the
requirements of Chapter 6 of Part 15 of the Companies Act 2006 and
describes how the Board has applied the principles of good
governance relating to Directors' remuneration set out in the QCA
Corporate Governance Code.
Executive remuneration packages are prudently designed to
attract, motivate and retain Directors of the necessary calibre and
to reward them for enhancing value to shareholders. The performance
measurement of the Executive Directors and key members of senior
management and the determination of their annual remuneration
packages is undertaken by the Remuneration Committee. The
remuneration of Non-Executive Directors is determined by the Board
within limits set out in the Articles of Association.
Executive Directors are entitled to accept appointments outside
the Company providing the Board's permission is sought.
Aside from the Finance Director whose fees in 2021 were
GBP41,500 the other Directors are entitled to receive between
GBP12,500 / GBP19,000 per annum as Directors' Fees along with
relevant Consulting Fees as applicable, with the aggregate of
Salary, Directors' Fees and Consulting Fees detailed in the
Directors' Remuneration Summary Table on the next page and in note
22.
Each Director is also paid all reasonable expenses incurred
wholly, necessarily and exclusively in the proper performance of
his duties.
Pensions
The Group does not operate a pension scheme and has not paid any
contributions to any pension scheme for Directors or employees.
Directors' remuneration
Remuneration of the Directors for the years ended 31 December
2021 and 2020 was as follows:
2021
-----------------------------------------------------------------------
Share based
Salary and Total payment Total
Directors' Consulting cash paid - share cash and
Fees Fees year ended options share based
GBP GBP GBP GBP GBP
C. Bird 12,500 50,000 62,500 34,961 97,461
E. Kirby 14,226 - 14,226 14,567 28,793
R. Siapno 13,000 - 13,000 7,284 20,284
R. Samtani 41,500 - 41,500 29,135 70,635
E. Slowey 19,000 24,600 43,600 29,135 72,735
Total 100,226 74,600 174,826 115,082 289,908
------------- ------------- ------------ ------------ -------------
2020
-----------------------------------------------------------------------
Share based
Salary and Total payment Total
Directors' Consulting cash paid - share cash and
Fees Fees year ended options share based
GBP GBP GBP GBP GBP
C. Bird 14,000 49,500 63,500 82,980 146,480
L. Read 6,000 39,000 45,000 - 45,000
E. Kirby 14,821 - 14,821 34,575 49,396
R. Siapno 13,000 - 13,000 17,287 30,287
R. Samtani 8,833 - 8,833 69,150 77,983
E. Slowey 3,500 4,950 8,450 69,150 77,600
Total 60,154 93,450 153,604 273,142 426,746
------------- ------------- ------------ ------------ -------------
An amount of GBP15,000 was paid during 2021 (2020: GBP15,000) to
Lion Mining Finance Limited, a company controlled by C. Bird, for
administration services and use of an office.
Notes :
1. Mr Bird and Mr Samtani's Directors' fees include NIC and UK payroll tax.
2. In accordance with the requirements of IFRS 2 Share-based
Payments, the estimated fair value for the share options granted in
2020 (GBP273,142) was calculated using a Black and Scholes option
pricing model. None of the 2020 share options have been exercised
as they are out of the money. In the event that the share options
are not exercised or forfeited before expiry, the option cost will
be credited to the Profit and Loss or if expired will be added back
to retained earnings. Note 18 to the accounts provides information
on Share-based payments.
Environment, Health, Safety and Social Responsibility Policy
Statement
The Company adheres to the above Policy, whereby all operations
are conducted in a manner that protects the environment, the health
and safety of employees, third parties and the entire local
communities in general.
The Company is currently principally involved in exploration
projects, located within Zambia, Namibia the Philippines and
Argentina, Botswana and Cyprus.
The Company is in the process of renewing its Environmental
Impact Assessment approvals in respect of its "Eureka Project" in
Argentina.
During the year, current operations were closely managed in
order to maintain our policy aims, with no matters of concern
arising. There have been no convictions in relation to breaches of
any applicable legislation recorded against the Group during the
year.
Substantial & Significant Shareholdings
The Company has been notified, in accordance with DTR 5 of the
FCA's Disclosure Guidance and Transparency Rules, or is aware, of
the following interests in its ordinary shares as at 28 June 2022
of those shareholders with a 3% and above equity holding in the
Company based on the Company having 5,039,189,252 ordinary shares
in issue on 28 June 2022 ("28 June 2022 Shares in Issue").
Shareholders per share register Percentage
Number of Ordinary of issued share
Shares capital
THE BANK OF NEW YORK (NOMINEES) 462,277,695 9.17%
BARCLAYS DIRECT INVESTING NOMINEES 311,789,048 6.19%
HARGREAVES LANSDOWN (NOMINEES) 180,110,753 3.57%
HARGREAVES LANSDOWN (NOMINEES) 383,820,369 7.62%
HARGREAVES LANSDOWN (NOMINEES) 365,305,939 7.25%
INTERACTIVE INVESTOR SERVICES 352,948,916 7.00%
INTERACTIVE INVESTOR SERVICES 300,261,656 5.96%
JIM NOMINEES LIMITED 430,286,776 8.54%
VIDACOS NOMINEES LIMITED 167,517,161 3.32%
VIDACOS NOMINEES LIMITED 162,262,947 3.22%
On 4 November 2021 Christian Cordier submitted a TR-1
notification to the Company that he has an indirect interest in
313,906,504 ordinary shares in relation to the following
shareholdings Tonehill Pty Ltd acting for the ("aft") The Tonehill
Trust 80,705,492 shares, Coreks Super Pty Ltd aft Coreks
Superannuation Fund 66,163,350 shares and Breamline Pty Ltd aft
Breamline Ministries 167,037,662 shares. Mr Cordier's interest
represented 6.455% at the date of issue of the TR-1 and 6.24% based
on the 5,039,189,252 shares in issue on 28 June 2022.
On 22 November 2021 the Company announced it was notified that
Sanderson Capital Partners Ltd and associates would on 29 November
2021 be interested in 236,469,231 Shares which represents 4.69%
based on the 5,039,189,252 shares in issue on 28 June 2022.
Political and charitable contributions
There were no political or charitable contributions made by the
Group during the year ended 31 December 2021 (2020: nil).
Information to Shareholders - Website
The Company has its own website ( www.bezantresources.com ) for
the purposes of improving information flow to shareholders, as well
as to potential investors.
Statement of Directors' responsibilities
The Directors are responsible for preparing the financial
statements in accordance with applicable laws and UK adopted
International Accounting Standards. Company law requires the
Directors to prepare financial statements for each financial year
which give a true and fair view of the state of affairs of the
Group and of the Company and of the profit or loss of the Group for
that year.
In preparing those financial statements, the Directors are
required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
- prepare the financial statements on a going concern basis,
unless it is inappropriate to presume that the Group will continue
in business.
The Directors confirm that the financial statements comply with
the above requirements.
The Directors are responsible for keeping adequate accounting
records which at any time disclose with reasonable accuracy the
financial position of the Company (and the Group) and enable them
to ensure that the financial statements comply with the Companies
Act 2006. The Directors are also responsible for safeguarding the
assets of the Company (and the Group) and for taking steps for the
prevention and detection of fraud and other irregularities.
In addition, they are responsible for the maintenance and
integrity of the corporate and financial information included on
the Company's website.
Statement of disclosure to auditor
So far as all the Directors, at the time of approval of their
report, are aware:
- there is no relevant audit information of which the Company's auditors are unaware, and
- the Directors have taken all steps that they ought to have
taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the Company's
auditors are aware of that information.
Auditors
UHY Hacker Young LLP have expressed their willingness to
continue as the auditors of the Company, and in accordance with
section 489 of the Companies Act 2006, a resolution to re-appoint
them will be proposed at the Company's forthcoming Annual General
Meeting.
Principal risks and uncertainties
The Group has identified the following risks to the ongoing
success of the business and has taken various steps to mitigate
these, the details of which in relation to its Continuing
Operations are as follows:
Risk of development, construction, mining operations and
uninsured risks
The Group's ability to meet any production, timing and cost
estimates for its properties cannot be assured. Furthermore, the
business of mining is subject to a variety of risks such as actual
production and costs varying from estimated future production, cash
costs and capital costs; revisions to mine plans; risks and hazards
associated with mining; natural phenomena; unexpected labour
shortages or strikes; delays in permitting and licensing processes;
and the timely completion of expansion projects, including land
acquisitions required for the expansion of operations from time to
time. Geological grade and product value estimations are based on
independent resource calculations, studies and historical sales
records.
Geological risk factors and adverse market conditions could
cause actual results to materially deviate from estimated future
production and revenue. Failure to achieve production or cost
estimates or material increases in costs could have an adverse
impact on the future business, cash flows, profitability, results
of operations and financial condition. While steps, such as
production and mining planning are in place to limit these risks,
occurrences of such incidents do exist and should be noted.
Currency risk
The Group reports its financial results and maintains its
accounts in Pounds Sterling, the currency in which the Group
primarily operates. The Group's operations in Namibia, Botswana,
Zambia, Cyprus and Argentina make it subject to further foreign
currency fluctuations and such fluctuations may materially affect
the Group's financial position and results (see note 16). The Group
does not have any currency hedges in place and is exposed to
foreign currency movements.
Copper-gold price volatility
The profitability going forward of the Group's operations is
significantly affected by changes in realisable copper-gold prices.
The price of copper-gold can fluctuate widely and is affected by
numerous factors beyond the Group's control, including demand,
inflation and expectations with respect to the rate of inflation,
the strength of the Pound Sterling and of other currencies,
interest rates, global or regional political or financial events,
and production and cost levels. The Group does not have any
commodity price hedges in place as it is not mining and does not
produce any copper and its investment in exploration projects are
exposed to fluctuations in the prices of underlying
commodities.
Economic, political, judicial, administrative, taxation or other
regulatory factors
The Group's assets are located in Botswana, Cyprus, Zambia,
Namibia, the Philippines and Argentina and mineral exploration and
mining activities may be affected to varying degrees by political
stability and government regulations relating to the mining
industry
The Group is exposed to sovereignty risks relating to potential
changes of local Governments and possible subsequent changes in
jurisdiction concerning the maintenance or renewal of licences and
the equity position permitted to be held in the Company's
subsidiaries. Which the group seeks to mitigate by working with
local advisors and / or partners familiar with the local regulatory
environment.
Loss of critical processes
The Group's future mining, processing, development and
exploration activities depend on the continuous availability of the
Group's operational infrastructure, in addition to reliable
utilities and water supplies and access to roads. Any failure or
unavailability of operational infrastructure, for example, through
equipment failure or disruption, could adversely affect future
production output and/or impact exploration and development
activities. The group would seek to mitigate this risk by ensuring
that access to operational infrastructure is included in any pre
mining feasibility studies.
Competition
The Group competes with numerous other companies and
individuals, in the search for and acquisition of exploration and
development rights on attractive mineral properties and also in
relation to the future marketing and sale of precious metals. There
is no assurance that the Group will continue to be able to compete
successfully with its competitors in acquiring exploration and
development rights on such properties and also in relation to the
future marketing and sale of precious metals.
Future funding requirements
As referred to in note 1.1 of these financial statements, the
Group made a loss from all operations for the year ended 31
December 2021 after tax of GBP1,058,000 (2020: GBP1,026,000), had
negative cash flows from operations and is currently not generating
revenues. Cash and cash equivalents were GBP728,000 as at 31
December 2021. An operating loss is expected in the year subsequent
to the date of these accounts and even though further funding was
raised during the year, the Company will need to raise funding to
provide additional working capital to finance its ongoing
activities. Management has successfully raised money in the past,
but there is no guarantee that adequate funds will be available
when needed in the future.
Dependence on key personnel
The success of the Group is, and will continue to be, to a
significant extent, dependent on retaining the services of the
directors and senior management and the loss of one or more could
have a materially adverse effect on the Group. A Group-wide share
incentive scheme has been implemented.
COVID-19 pandemic
The COVID-19 pandemic announced by the World Health Organisation
in 2020 initially had a markedly negative impact on global stock
markets although many sectors and stock market losses have been
recovered there is increased volatility as stock markets react to
ongoing news in relation to the short-term and long-term impact of
COVID-19 and the financially implications of the economic stimulus
packages adopted by most governments to protect and / or support
their economies this has also, affected currencies and general
business activity and supply chains
Notwithstanding this the Company was able to complete and
announce in 2020 a fundraising of GBP1,200,000 and secure a
GBP1,000,000 funding facility. The Company developed a work at home
policy and adopted local procedures for exploration activities to
address the health and wellbeing of its directors, consultants and
contractors, and their families, from COVID-19. Whilst in many
countries, including the United Kingdom with universal vaccination
programmes, COVID-19 appears to be under control the timing and
extent of the impact and recovery from COVID-19 in other countries
is still not certain as many countries particularly in the
developing world have yet to fully implement successful vaccination
programs accordingly COVID-19 remains an issue that requires
ongoing monitoring in 2022 and likely at least into 2023 but
possibly longer.
Impact Of Ukraine Conflict
The Directors are aware of the Ukraine conflict and related
sanctions but there is no impact on the Company as it has no assets
or business activities or suppliers with links in Ukraine or Russia
and is not aware of any persons sanctioned in relation to the
Ukraine conflict owning shares in the Company.
Relations with Shareholders
The Company will hold an Annual General Meeting on or around
Friday, 29 July 2022 and the wording of each resolution to be
tabled will be set out in a formal Notice of Annual General Meeting
to be sent to shareholders.
Shareholders who are unable to attend the Annual General Meeting
and who wish to appoint a proxy in their place must ensure that
their proxy is appointed in accordance with the provisions set out
in the Notice of Annual General Meeting.
On behalf of the Board
Mr Colin Bird
Executive Chairman
30 June 2022
Corporate governance
For the year ended 31 December 2021
As an AIM-quoted company, Bezant Resources PLC ("Bezant" or the
"Company") and its subsidiaries are required to apply a recognised
corporate governance code and demonstrate how the Group complies
with such corporate governance code and where it departs from
it.
The Directors of the Company have formally taken the decision to
apply the QCA Corporate Governance Code (the "QCA Code"). The Board
recognises the principles of the QCA Code, which focus on the
creation of medium to long-term value for shareholders without
stifling the entrepreneurial spirit in which small to medium sized
companies, such as Bezant, have been created. The Company is
committed to providing annual updates on its compliance with the
QCA Code further details of which are set out below.
The Board
The Board comprises (for the time being) five Directors of which
three are executive and two are non-executives, reflecting a blend
of different experience and backgrounds. The Board considers Dr.
Evan Kirby and Ronnie Siapno to be independent non-executives in
terms of the QCA guidelines. The Company's Executive Director is
Colin Bird who is also Chairman of the Board. Given the stage of
the Company's early-stage exploration mining projects and the
experience of the Chair Mr. Bird in managing such international
exploration mining projects and his familiarity with the Company's
projects the Company believes that it is appropriate for the roles
of Chairman and Chief Executive Officer to be combined at this
stage. The Company will keep this under review as the Company's
projects develop with a view to splitting the roles when it is
clear which projects will become the principal activities of the
Company and can justify the need for and benefit from a separate
CEO. The Company will therefore consider making further appropriate
appointments to the Board as an when considered appropriate.
The Board is responsible for determining policy and business
strategy, setting financial and other performance objectives and
monitoring achievement. It meets throughout the year and all major
decisions are taken by the full Board. The Chairman takes
responsibility for the conduct of the Company and Board meetings
and ensures that directors are properly briefed to enable full and
constructive discussions to take place. The Group's day-to-day
operations are managed by the Executive Director Colin Bird as
assisted by the Group Company Secretary in respect of corporate
matters generally, compliance and company administration. All
Directors have access to the Company's Solicitors, along with the
Group Company Secretary and any Director needing independent
professional advice in the furtherance of his/her duties may obtain
this advice at the expense of the Group. However, no formal
procedure has been agreed with the Board regarding the
circumstances in which individual directors may take independent
professional advice.
The Board is satisfied that it has a suitable balance between
independence on the one hand, and knowledge of the Company on the
other, to enable it to discharge its duties and responsibilities
effectively, and that all Directors have adequate time to fulfil
their roles.
Details of the current Directors, biographical details are set
out on pages 6 to 9 and their roles and background are set out on
the Company's website at www.bezantresources.com
The role of the Chairman is to provide leadership of the Board
and ensure its effectiveness on all aspects of its remit to
maintain control of the Group. In addition, the Chairman is
responsible for the implementation and practice of sound corporate
governance.
Under the Company's Articles of Association, the appointment of
all new Directors must be approved by shareholders in a general
meeting. In addition, one third of Directors are required to retire
and to submit themselves for re-election at each Annual General
Meeting.
Application of the QCA Code
In the spirit of the QCA Code, it is the Board's task to ensure
that the Group is managed for the long-term benefit of all
shareholders and other stakeholders with effective and efficient
decision-making. Corporate governance is an important part of that
task, reducing risk and adding value to the Group. The Board will
continue to monitor the governance framework of the Group as it
grows.
Bezant is an exploration entity whose assets comprise
early-stage projects that are not yet at the production stage. It
currently has interests in four copper-gold projects, in Namibia,
Cyprus, Argentina and the Philippines a copper-silver project in
Zambia and a manganese project in Botswana. Currently, no revenue
is generated from such projects. The Company seeks to promote
long-term value creation for its shareholders by leveraging the
technical knowledge and experience of its directors and senior
management to develop and realise value from its projects. The key
performance indicators for the Company are therefore linked to the
achievement of project milestones and the increase in overall
enterprise value which could be through a combination of the
development of these projects by the Company or with joint venture
or other partners and / or the sale of the projects.
All operations are conducted in a manner that protects the
environment and the health and safety of employees, third parties
and local communities in general. Bezant believes that a successful
project is best achieved through maintaining close working
relationships with local communities, such social ideology being at
the forefront of all of Bezant's exploration initiatives via
establishing and maintaining co-operative relationships with local
communities, hiring local personnel and using local contractors and
suppliers. Where issues are raised, the Board takes the matters
seriously and, where appropriate, steps are taken to ensure that
findings are integrated into the Company's strategy.
Careful attention is given to ensure that all exploration
activity is performed in an environmentally responsible manner and
abides by all relevant mining and environmental acts. Bezant takes
a conscientious role in all of its operations and is aware of its
social responsibility and its environmental duty.
Both the engagement with local communities and the performance
of all activities in an environmentally and socially responsible
way are closely monitored by the Board which ensures that ethical
values and behaviours are recognised.
Corporate Governance Committees
The Board has established two committees comprising
Non-Executive Directors and Executive Directors.
The composition of the committees is as follows:
Audit Remuneration
Dr. Evan Kirby (Chairman) Colin Bird (Chairman)
Raju Samtani Dr. Evan Kirby
Colin Bird Ronnie Siapno
The Audit Committee
The audit committee receives reports from management and the
external auditors relating to the interim report and the annual
report and financial statements, reviews reporting requirements and
ensures that the maintenance of accounting systems and controls is
effective.
The audit committee has unrestricted access to the Company's
auditors. The audit committee also monitors the controls which are
in force and any perceived gaps in the control environment.
The Board believes that the current size of the Group does not
justify the establishment of an independent internal audit
department.
The Audit Committee meets twice during the year to review the
published financial information, the effectiveness of external
audit and internal financial controls including the specific
matters set out below.
Significant issues considered by the Audit Committee during the
year have been the Principal Risks and Uncertainties and their
effect on the financial statements. The Audit Committee tracked the
Principal Risks and Uncertainties through the year and kept in
contact with the Group's Management, External Service Providers and
Advisers. The Audit Committee is satisfied that there has been
appropriate focus and challenge on the high-risk areas.
UHY Hacker Young LLP, the current external auditors, have been
in office since 2007 which was the last time a tender for the audit
took place. The external auditors present their annual audit
findings to the audit committee.
Remuneration Committee
The Remuneration Committee determines the scale and structure of
the remuneration of the executive Directors and approves the
granting of options to Directors and senior employees and the
performance related conditions thereof. The Remuneration Committee
also recommends to the Board a framework for rewarding senior
management, including Executive Directors, bearing in mind the need
to attract and retain individuals of the highest calibre and with
the appropriate experience to make a significant contribution to
the Group and ensures that the elements of the remuneration package
are competitive and help in underpinning the performance-driven
culture of the Group.
The Company does not currently have a separate Nominations
Committee, with the entire Board involved in the identification and
approval of Board members which the Board considers to be
appropriate given the Company's size and nature, but it will
continue to monitor the situation as it grows.
Internal control
The Board is responsible for establishing and maintaining the
Group's system of internal control. Internal control systems manage
rather than eliminate the risks to which the Group
is exposed and such systems, by their nature, can provide
reasonable but not absolute assurance against misstatement or loss.
There is a continuous process for identifying, evaluating and
managing the significant risks faced by the Group. The key
procedures which the Directors have established with a view to
providing effective internal control, are as follows:
.. Identification and control of business risks
The Board identifies the major business risks faced by the Group
and determines the appropriate course of action to manage those
risks.
.. Budgets and business plans
Each year the Board approves the business plan and annual
budget. Performance is monitored and relevant action taken
throughout the year through the regular reporting to the Board of
changes to the business forecasts.
.. Investment appraisal
Capital expenditure is controlled by budgetary process and
authorisation levels. For expenditure beyond specified levels,
detailed written proposals have to be submitted to the Board.
Appropriate due diligence work is carried out if a business or
asset is to be acquired.
.. Annual review and assessment
In 2018, the Board conducted a detailed review and assessment of
the effectiveness of the Group's strategy, a process that is
maintained on an ongoing basis.
Relations with shareholders
The Board attaches considerable importance to the maintenance of
good relationships with shareholders. Presentations by the
Directors to institutional shareholders and City analysts was
significantly reduced in 2020 and 2021 due to COVID-19 restrictions
but the Company participated in various investor focussed podcasts
and as COVID-19 restrictions have been lifted the Company will with
the Company's advisers look at ways in which the Company can engage
with shareholders. The Company is also looking forward to its 2022
AGM being one at which shareholders are able to attend.
Departures from the QCA Code :
In accordance with the requirements of the AIM Rules for
Companies, Bezant departs from the QCA Code in the following
ways:
Principle 7 - "Evaluate board performance based on clear and
relevant objectives, seeking continuous improvement."
Bezant's board is extremely focussed on implementing the
Company's strategy. Given the size and nature of Bezant, the Board
does not consider it appropriate to have a formal performance
evaluation procedure in place, as described and recommended in
Principle 7 of the QCA Code. The Board will closely monitor the
situation as the Group grows.
No Nominations Committee
The QCA Code states that there should be a nomination committee
to deal with the appointment of both executive and non-executive
Directors except in circumstances where the Board is small. The
Directors consider the size of the current Board to be small and
have not therefore established a separate nomination committee. The
appointment of executive and non-executive Directors is currently a
matter for the Board as a whole. This position will be reviewed
should the number of directors increase.
Chair is also Chief Executive officer
The QCA Code states that the role of Chair and chief Executive
Officer should be separate. Given the stage of the Company's
early-stage exploration mining projects and the experience of the
Chair Mr. Bird in managing such international exploration mining
projects and his familiarity with the Company's projects the
Company believes that it is appropriate for the roles of Chairman
and Chief Executive Officer to be combined at this stage. The
Company will keep this under review as the Company's projects
develop with a view to splitting the roles when it is clear which
projects will become the principal activities of the Company and
can justify the need for and benefit from a separate CEO. The
Company will therefore consider making further appropriate
appointments to the Board as an when considered appropriate.
Going concern
The Group made a loss from all operations for the year ended 31
December 2021 after tax of GBP948,000 (2020: GBP1,026,000), had
negative cash flows from operations and is currently not generating
revenues. Cash and cash equivalents were GBP728,000 as at 31
December 2021. An operating loss is expected in the year subsequent
to the date of these accounts and as a result the Company will need
to raise funding to provide additional working capital to finance
its ongoing activities. Management has successfully raised money in
the past, but there is no guarantee that adequate funds will be
available when needed in the future.
The COVID-19 pandemic announced by the World Health Organisation
in 2020 initially had a markedly negative impact on global stock
markets although many sectors and stock market losses have been
recovered there is increased volatility as stock markets react to
ongoing news in relation to the short-term and long-term impact of
COVID-19 and the financially implications of the economic stimulus
packages adopted by most governments to protect and / or support
their economies this has also, affected currencies and general
business activity and supply chains
Notwithstanding this the Company was able to complete and
announce in 2020 a fundraising of GBP1,200,000 and secure a
GBP1,000,000 funding facility. The Company developed a work at home
policy and adopted local procedures for exploration activities to
address the health and wellbeing of its directors, consultants and
contractors, and their families, from COVID-19. Whilst in many
countries, including the United Kingdom with universal vaccination
programmes, COVID-19 appears to be under control the timing and
extent of the impact and recovery from COVID-19 in other countries
is still not certain as many countries particularly in the
developing world have yet to fully implement successful vaccination
programs accordingly COVID-19 remains an issue that requires
ongoing monitoring in 2022 and likely at least into 2023 but
possibly longer.
Based on the Board's assessment that the Company will be able to
raise additional funds, as and when required, to meet its working
capital and capital expenditure requirements, the Board have
concluded that they have a reasonable expectation that the Group
can continue
in operational existence for the foreseeable future. For these
reasons, the Group continues to adopt the going concern basis in
preparing the annual report and financial statements.
There is a material uncertainty related to the conditions above
that may cast significant doubt on the Group's ability to continue
as a going concern and therefore the Group may be unable to realise
its assets and discharge its liabilities in the normal course of
business.
The financial report does not include any adjustments relating
to the recoverability and classification of recorded asset amounts
or liabilities that might be necessary should the entity not
continue as a going concern.
Dr. Evan Kirby
Non-Executive Director
30 June 2022
INDEPENT AUDITOR'S REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC
FOR THE YEARED 31 DECEMBER 2021
Opinion
We have audited the financial statements of Bezant Resources Plc
(the 'Company') and its subsidiaries (the 'Group') for the year
ended 31 December 2021 which comprise the Consolidated Statement of
Profit and Loss, the Consolidated Statement of Other Comprehensive
Income, the Consolidated and Company Statements of Changes in
Equity, the Consolidated and Company Balance Sheets, the
Consolidated and Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the group's and company's financial statements is
applicable law and UK adopted International Accounting
Standards
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's and of the Company's affairs as at 31 December
2021 and of the Group's loss for the year then ended;
-- the financial statements have been properly prepared in
accordance with UK adopted International Accounting Standards;
and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Group
and Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to the Going Concern section of the Accounting
Policies of the Group financial statements concerning the Group's
and Company's ability to continue as a going concern. The Group
incurred an operating loss of GBP948k during the year ended 31
December 2021 and is still incurring losses. As discussed in note
1.1, the Company will need to raise further funds in order to meet
its budgeted operating costs for the foreseeable future. These
conditions, along with other matters discussed in note 1.1 indicate
the existence of a material uncertainty which may cast significant
doubt about the Group's and Company's ability to continue as a
going concern. The financial statements do not include the
adjustments (such as impairment of assets) that would result if the
Group and Company were unable to continue as a going concern. These
conditions, along with other matters discussed in the Principal
Accounting Policies indicate the existence of a material
uncertainty which may cast significant doubt about the Group's and
Company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
The risk
The group currently does not generate any revenue, therefore in
order to provide sufficient working capital to fund the group
commitments as they fall due over the next 12 months the group is
reliant on further fund raisings in order to fund its ongoing
activities.
We understand it is the group's intention to fund future
exploration programmes by a combination of farm in and/or further
fundraising which the group will need to complete in the next 12
months. Accordingly the Group will require additional funding
and/or a working capital reduction within twelve months from the
date when the financial statements are authorised for issue.
Given the above factors, we consider going concern to be a
significant audit risk area.
The directors' conclusion of the risks and circumstances
described in the Going Concern section of the Principal Accounting
Policies of the Group financial statements represent a material
uncertainty over the ability of the Group and Company to continue
as a going concern for a period of at least a year from the date of
approval of the financial statements. However, clear and full
disclosure of the facts and the directors' rationale for the use of
the going concern basis of preparation, including that there is a
related material uncertainty, is a key financial statement
disclosure and so was the focus of our audit in this area. Auditing
standards require that to be reported as a key audit matter.
How our audit addressed the key audit matter
Our audit procedures included:
-- Assessing the transparency and the completeness and accuracy
of the matters covered in the going concern disclosure by
evaluating management's cash flow projections for the next 12
months and the underlying assumptions.
-- We obtained cash flow forecasts, reviewed the methodology
behind these, ensured arithmetically correct and challenged the
assumptions.
-- We performed a sensitivity analysis for an increase in costs
to consider the impact of inflation and other unforeseen additional
costs incurring.
-- We discussed plans for the Group going forward with
management, ensuring these had been incorporated into the budgeting
and would not have an impact on the going concern status of the
Group.
Key observations:
It is clear the group will need to raise funds in order to fund
any further exploration costs. The Group has been able to raise
funds in the past, however there is no guarantee that adequate
funds will be available when needed in the future
Our approach to the audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made
subjective judgements, for example in respect of impairment reviews
on exploration assets that involved making assumptions and
considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account an understanding of the
structure of the Company and the Group, their activities, the
accounting processes and controls, and the industry in which they
operate. Our planned audit testing was directed accordingly and was
focused on areas where we assessed there to be the highest risk of
material misstatement.
Our Group audit scope includes all of the group companies. At
the Company level, we also tested the consolidation procedures.
During the audit we reassessed and re-evaluated audit risks and
tailored our approach accordingly.
The audit testing included substantive testing on significant
transactions, balances and disclosures, the extent of which was
based on various factors such as our overall assessment of the
control environment, the effectiveness of controls and the
management of specific risk.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant findings that we identified during the course of the
audit.
Other Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified during our
audit.
Key audit matter How the matter was addressed during
the audit
Impairment of exploration Our audit work included, but was not
and evaluation assets restricted to:
in the Group
* Obtaining each of the licences along with supporting
The Group has capitalised information available for each exploration project to
costs in respect of the assess whether the licenses remain in good standing.
Group's licence interests
in accordance with IFRS
6 'Exploration for and * We discussed each of the licence areas with the
Evaluation of Mineral directors and considered their assessment in
Resources' (IFRS 6). The conjunction with the available information for each
Directors need to assess exploration project and reviewed available
the exploration assets information to assess whether the licenses remain in
for indicators of impairment good standing.
and where they exist to
undertake a full review
to assess the need for * We reviewed the future plans of the projects in
impairment charge. This respect of funding, viability and development to
involves significant judgements assess whether there were any indicators of
and assumptions. impairment.
We therefore identified
the impairment of exploration
and evaluation assets Key observations
as a key audit matter, We obtained evidence that the licenses
which was one of the most remain valid and are in good standing.
significant assessed risks Where licenses had expired and not
of material misstatement. been renewed in Botswana, these related
to areas which were not ascribed any
value on acquisition.
Whilst the limited spending on the
Eureka Project was identified as an
indicator of impairment, based on
a review of the expiry dates of the
licences, potential future funding
and the intention to continue the
exploration and evaluation of this
asset, the directors' assessment that
no impairment was required was considered
to be appropriate.
Management have impaired the Kalengwa
Project exploration assets following
the decision to pause work on the
project pending resolution to technical
and regulatory issues in Zambia.
The acquisition of the interests in
the Kanye Manganese project in Botswana
and the Troulli, Kokkinapetra and
Angleside projects in Cyprus have
taken place during the year and no
indicators of impairment were identified
in respect of the projects.
------------------------------------------------------------------
Impairment of investments Our audit work included, but was not
and loans due from subsidiary restricted to:
companies in the Parent
Company * Reviewing the investments balances for indicators of
impairment in accordance with IAS 36;
Under International Accounting
Standard 36 'Impairment
of Assets', companies * Assessing the appropriateness of the methodology
are required to assess applied by management in their assessment of the
whether there is any indication recoverable amount of intragroup loans by comparing
that an asset may be impaired it to the Group's accounting policy and IAS 36;
at each reporting date.
Management assessment * Assessing management's evaluation of the recoverable
involves significant judgements amounts of intergroup loans including review the
and assumptions such as impairment provisions and net asset values of
the timing and extent components that have intercompany debt;
and probability of future
cash flow.
* Checking that intergroup loans have been reconciled
The Company has investments and confirming that there are no material
of GBP6.07m (2020: GBP4.52m). differences.
In conjunction with the
exploration assets, the
investments represent
the primary balance on
the Company balance sheet Key observations
and there is a risk it The investment balance correlates
could be impaired and with the Mankayan Project, Eureka
that intragroup loans Project, Hope Copper Gold Project,
may not be recoverable Kalengwa Project and Kanye Manganese
as a result of the subsidiary Project, held by subsidiaries and
companies incurring losses. the joint arrangement in Cyprus. Our
impairment review was therefore linked
We therefore identified to our assessment of indicators of
the impairment of loans impairment on the corresponding exploration
due from subsidiary companies assets.
as a key audit matter
in the Company financial Management have impaired the KPZ International
statements, which was Ltd investment investment and loan
one of the most significant balance in full and following the
assessed risks of material decision to pause work on the Kalengwa
misstatement. project pending resolution to technical
and regulatory issues in Zambia.
No further impairments were considered
necessary.
------------------------------------------------------------------
Accounting and valuation Our audit work included, but was not
in relation to the acquisition restricted to:
of 100% of Metrock Resources
Ltd (and its interests * Obtaining and reviewing the agreement supporting the
in the Kanye Manganese acquisition and agreeing the investment percentage
Project in Botswana) and consideration associated with the investments.
There is a risk that the
accounting treatment for * Agreeing the fair value of the consideration issued
the acquisitions or the for the investments made.
disclosure of the investment
or valuation could be
misstated. * Reviewing management's assessment of the valuation of
the investments at the year end.
* Ensuring that the investments have been appropriately
accounted for in accordance with IFRS 3 Business
Combinations.
Key observations
The fair value of the consideration
paid exceeds the fair value of the
net assets acquired on the acquisition
and the difference has been recognised
as an intangible asset, being Exploration
and Evaluation assets.
We consider the accounting for the
acquisition to have been carried out
appropriately.
------------------------------------------------------------------
Accounting and valuation Our audit work included, but was not
in relation to the 50% restricted to:
joint venture agreement
and option agreement with * Obtaining and reviewing the agreements supporting the
Caerus Mineral Resources investment and agreeing the investment percentage and
costs associated with the investments.
There is a risk that the
accounting treatment for
the acquisitions or the * Reviewing management's assessment of the valuation of
disclosure of the investment the investments at the year end.
or valuation could be
misstated.
* Ensuring that the investments have been appropriately
accounted for in accordance with IFRS 11 Joint
Arrangements.
Key observations
This arrangement has currently been
treated as a joint arrangement based
on the contractual arrangement gives
both parties joint control of the
exploration activities.
We consider the accounting for the
acquisition to have been carried out
appropriately.
------------------------------------------------------------------
Our application of materiality
The scope and focus of our audit was influenced by our
assessment and application of materiality. We apply the concept of
materiality both in planning and performing our audit, and in
evaluating the effect of misstatements on our audit and on the
financial statements.
We define financial statement materiality as the magnitude by
which misstatements, including omissions, could reasonably be
expected to influence the economic decisions taken on the basis of
the financial statements by reasonable users.
In order to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent
of testing needed. Importantly, misstatements below these levels
will not necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Materiality Measure Group Parent
Overall materiality GBP170,000 (2020: GBP141,000) GBP170,000 (2020: GBP112,000)
We determined
materiality for
the financial statements
as a whole to be:
---------------------------------------------------- --------------------------------
How we determine Based on the main key 2% of net assets of
it indicator, being 2% the Parent Company exceeded
of the net assets of the Group materiality
the Group amount therefore this
was capped at Group
materiality.
---------------------------------------------------- --------------------------------
Rationale for benchmarks We believe the net assets are the most appropriate
applied benchmark due to the size and stage of development
of the Company and Group. This is further
supported by the Group not yet generating
any revenue.
------------------------------------------------------ ------------------------------
Performance materiality GBP127,500
On the basis of our risk assessment, together
with our assessment of the Group's control
environment, our judgment is that performance
materiality for the financial statements
should be 75% of materiality.
--------------------------------------------------------------------------------------
Specific materiality We also determine a lower level of specific
materiality for certain areas such as directors'
remuneration and related party transactions
of GBP2,000 as these are considered to be
material by nature.
------------------------------------------------------ ------------------------------
Reporting threshold We agreed with the Audit Committee that
we would report to them all misstatements
over 5% of Group materiality identified
during the audit, as well as differences
below that threshold that, in our view,
warrant reporting on qualitative grounds.
We also report to the Audit Committee on
disclosure matters that we identified when
assessing the overall presentation of the
financial statements.
------------------------------------------------------ ------------------------------
Other information
The other information comprises the information included in the
annual report other than the financial statements and our auditors'
report thereon. The directors are responsible for the other
information contained within the annual report. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves.
If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and
Company and its environment obtained in the course of the audit, we
have not identified material misstatements in the strategic report
or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the Company financial statements are not in agreement with
the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors'
responsibilities, set out on page 19, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group's and the Company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
group or Company or to cease operations, or have no realistic
alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Based on our understanding of the Group and the industry in
which it operates, we identified that the principal risks of
non-compliance with laws and regulations related to exploration
laws and regulations in the countries the Group operates and
company law and we considered the extent to which non-compliance
might have a material effect on the financial statements. We also
considered those laws and regulations that have a direct impact on
the preparation of the financial statements such as the Companies
Act 2006. We evaluated management's incentives and opportunities
for fraudulent manipulation of the financial statements (including
the risk of override of controls), and determined that the
principal risks were related to overstatement of assets.
Audit procedures performed included: review of the financial
statement disclosures to underlying supporting documentation,
review of legal and professional expenditure, enquiries of
management, and testing of journals and evaluating whether there
was evidence of bias by the Directors that represented a risk of
material misstatement due to fraud.
There are inherent limitations in the audit procedures described
above and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the
financial statements, the less likely we would become aware of it.
Also, the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through
collusion.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at www.frc.org.uk/auditorsresponsibilities . This
description forms part of our auditor's report.
Use of our report
This report is made solely to the Company's members, as a body,
in accordance with part 3 of Chapter 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Daniel Hutson
(Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young
4 Thomas More Square
London E1W 1YW
30 June 2022
Consolidated Statement of Profit and Loss
For the year ended 31 December 2021
Notes Year ended Year ended
31 December 31 December
2021 2020
GBP'000 GBP'000
CONTINUING OPERATIONS
Group revenue - -
Cost of sales - -
------------- -------------
Gross profit/(loss) - -
Operating expenses 3 (788) (658)
Share based payments 3 (160) (380)
Operating loss 4 (948) (1,038)
Other income - 12
Impairment of assets 5 (110) -
Loss before taxation (1,058) (1,026)
Taxation 6 - -
------------- -------------
Loss for the financial year from
continuing operations (1,058) (1,026)
Loss for the financial year (1,058) (1,026)
============= =============
Attributable to:
Owners of the Company (1,058) (977)
------------- -------------
- Continuing operations (1,058) (977)
- Discontinued operations - -
------------- -------------
Non-controlling interest - (49)
------------- -------------
(1,058) (1,026)
============= =============
Loss per share (pence)
Basic loss per share from continuing
operations 7 (0.02) (0.05)
============= =============
Diluted loss per share from continuing
operations 7 (0.02) (0.05)
============= =============
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December 2021
Year ended Year ended
31 December 31 December
2021 2020
GBP'000 GBP'000
Other comprehensive income :
Loss for the financial year (1,058) (1,026)
Items that may be reclassified to
profit or loss:
Foreign currency reserve movement (40) (1)
------------- -------------
Total comprehensive loss for the
financial year (1,098) (1,027)
============= =============
Attributable to:
Owners of the Company (1,098) (978)
------------- -------------
Non-controlling interest - (49)
------------- -------------
(1,098) (1,027)
============= =============
Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
Non
Share Share Other Retained Controlling Total
Capital Premium Reserves(1) Losses interest Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31 December
2021
Balance at 1 January
2021 2,049 39,125 1,523 (35,674) (12) 7,011
Current year loss - - - (1,058) - (1,058)
Foreign currency reserve - - (40) - - (40)
Total comprehensive
loss for the year - - (40) (1,058) - (1,098)
--------- --------- ------------- --------- ------------- ---------
Proceeds from shares
issued 18 1,182 - - - 1,200
Share issue costs - (144) - - - (144)
Shares issued - Acquisitions 6 44 711 - - 761
Shares issued - Acquisitions
(2020)(2) - (1,120) 1,120 - - -
Shares issued - Legal
fees 1 71 - - - 72
Warrants issued to
shareholders - - 300 (270) - 30
Warrants exercised 2 145 (50) 50 - 147
Share options granted - - 217 - - 217
Balance at 31 December
2021 2,076 39,301 3,781 (36,952) (12) 8,196
========= ========= ============= ========= ============= =========
Non
Share Share Other Retained Controlling Total
Capital Premium Reserves(1) Losses interest Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31 December
2020
Balance at 1 January
2020 2,003 36,429 840 (34,489) - 4,783
Current year loss - - - (977) (49) (1,026)
Foreign currency reserve - - (1) - - (1)
Total comprehensive
loss for the year - - (1) (977) (49) (1,027)
--------- --------- ------------- --------- ------------- ---------
Proceeds from shares
issued 24 951 - - - 975
Share issue costs - (105) - - - (105)
Shares issued - Acquisitions 12 1,120 - - - 1,132
Warrants issued to
shareholders - - 486 (451) - 35
Warrants exercised 10 730 (243) 243 - 740
Share options granted - - 441 - - 441
Non-controlling interests
on acquisition of
subsidiary - - - - 37 37
Balance at 31 December
2020 2,049 39,125 1,523 (35,674) (12) 7,011
========= ========= ============= ========= ============= =========
(1) Other reserves is made up of the share-based payment and
foreign exchange reserve.
(2) Share premium on acquisitions during the year to 31 December
2020 have been reclassified to merger reserves during the year.
Company Statement of Changes in Equity
For the year ended 31 December 2021
Share Share Other Retained Total
Capital Premium Reserves(1) Losses Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31 December
2021
Balance at 1 January 2021 2,049 39,125 1,000 (33,818) 8,356
Current year loss - - - (1,211) (1,211)
Total comprehensive loss
for the year - - - (1,211) (1,211)
--------- --------- ------------- --------- ---------
Proceeds from shares issued 18 1,182 - - 1,200
Share issue costs - (144) - - (144)
Shares issued - Acquisitions 6 44 711 - 761
Shares issued - Acquisitions
(2020)(2) - (1,120) 1,120 - -
Share Issued - Legal fees 1 71 - - 72
Warrants issued to shareholders - - 300 (270) 30
Warrants exercised 2 145 (50) 50 147
Share options granted - - 217 - 217
Balance at 31 December
2021 2,076 39,303 3,298 (35,249) 9,428
========= ========= ============= ========= =========
Share Share Other Retained Total
Capital Premium Reserves(1) Losses Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31 December
2020
Balance at 1 January 2020 2,003 36,429 316 (32,732) 6,016
Current year loss - - - (878) (878)
Total comprehensive loss
for the year - - - (878) (878)
--------- --------- ------------- --------- ---------
Proceeds from shares issued 24 951 - - 975
Share issue costs - (105) - - (105)
Shares issued - Acquisitions 12 1,120 - - 1,132
Warrants issued to shareholders - - 486 (451) 35
Warrants exercised 10 730 (243) 243 740
Share options granted - - 441 - 441
Balance at 31 December
2020 2,049 39,125 1,000 (33,818) 8,356
========= ========= ============= ========= =========
(1) Other reserves is made up of the share-based payment,
foreign exchange and merger reserve.
(2) Share premium on acquisitions during the year to 31 December
2020 have been reclassified to merger reserves during the year.
Consolidated and Company Balance Sheets
As at 31 December 2021
Consolidated Company
2021 2020 2021 2020
Notes GBP'000 GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Plant and equipment 10 2 3 - -
Investments 11 49 - 6,066 4,516
Exploration and evaluation
assets 13 7,900 6,405 3,129 3,129
--------- --------- --------- ---------
Total non-current
assets 7,951 6,408 9,195 7,645
--------- --------- --------- ---------
Current assets
Trade and other receivables 14 48 28 26 16
Cash and cash equivalents 728 1,128 710 1,094
--------- --------- --------- ---------
776 1,156 736 1,110
Total current assets 776 1,156 736 1,110
--------- --------- --------- ---------
TOTAL ASSETS 8,727 7,564 9,931 8,755
LIABILITIES
Current liabilities
Trade and other payables 15 531 553 503 399
Total current liabilities 531 553 503 399
--------- --------- --------- ---------
NET ASSETS 8,196 7,011 9,428 8,356
========= ========= ========= =========
EQUITY
Share capital 17 2,076 2,049 2,076 2,049
Share premium 17 39,303 39,125 39,303 39,125
Share-based payment
reserve 1,325 858 1,325 858
Foreign exchange reserve 625 665 142 142
Merger reserve 1,831 - 1,831 -
Retained losses (36,952) (35,674) (35,249) (33,818)
--------- --------- --------- ---------
8,208 7,023 9,428 8,356
Non-controlling interests (12) (12) - -
--------- --------- --------- ---------
TOTAL EQUITY 8,196 7,011 9,428 8,356
========= ========= ========= =========
In accordance with the provisions of Section 408 of the
Companies Act 2006, the Parent Company has not presented a separate
income statement. A loss for the year ended 31 December 2021 of
GBP1,211,000 (2020: GBP878,000) has been included in the
consolidated income statement.
These financial statements were approved by the Board of
Directors on 30 June 2022 and signed on its behalf by:
Mr Colin Bird
Executive Chairman Company Registration No. 02918391
Consolidated and Company Statements of Cash Flows
For the year ended 31 December 2021
Consolidated Company
Year Year ended Year Year ended
ended 31 December ended 31 December
31 December 2020 31 December 2020
2021 2021
Notes GBP'000 GBP'000 GBP'000 GBP'000
Net cash outflow from operating
activities 20 (837) (576) (507) (407)
------------- ------------- ------------- -------------
Cash flows from investing
activities
Proceeds from sale of PP&E - 12 - -
Deferred exploration expenditure (801) (271) - -
Investment in subsidiary - - (345) (245)
Loans to subsidiaries - - (766) (227)
------------- ------------- ------------- -------------
(801) (259) (1,111) (472)
------------- ------------- ------------- -------------
Cash flows from financing
activities
Proceeds from issuance of
ordinary shares 21 1,235 1,644 1,235 1,644
------------- ------------- ------------- -------------
(Decrease)/increase in cash (403) 809 (383) 765
Cash and cash equivalents
at beginning of year 1,128 330 1,094 329
Foreign exchange movement 3 (11) (1) -
------------- ------------- ------------- -------------
Cash and cash equivalents
at end of year 728 1,128 710 1,094
============= ============= ============= =============
Notes to the financial statements
For the year ended 31 December 2021
General information
Bezant Resources Plc (the "Company") is a company incorporated in
England and Wales. The address of its registered office and principal
place of business is disclosed in the corporate directory. The Company
is quoted on the AIM Market ("AIM") of the London Stock Exchange
and has the TIDM code of BZT. Information required by AIM Rule 26
is available in the section of the Group's website with that heading
at www.bezantresources.com .
1. Accounting policies
1.1 Accounting policies
The principal accounting policies applied in the preparation
of these financial statements are set out below. These policies
have been consistently applied to all the years presented,
unless otherwise stated below.
Going concern basis of accounting
The Group made a loss from all operations for the year ended
31 December 2021 after tax of GBP1,058,000 (2020: GBP1,026,000),
had negative cash flows from operations and is currently not
generating revenues. Cash and cash equivalents were GBP728,000
as at 31 December 2021. An operating loss is expected in the
year subsequent to the date of these accounts and as a result
the Company will need to raise funding to provide additional
working capital to finance its ongoing activities. Management
has successfully raised money in the past, but there is no
guarantee that adequate funds will be available when needed
in the future.
The COVID-19 pandemic announced by the World Health Organisation
in 2020 initially had a markedly negative impact on global
stock markets although many sectors and stock market losses
have been recovered there is increased volatility as stock
markets react to ongoing news in relation to the short-term
and long-term impact of COVID-19 and the financially implications
of the economic stimulus packages adopted by most governments
to protect and / or support their economies this has also,
affected currencies and general business activity and supply
chains
Notwithstanding this the Company was able to complete and
announce in 2020 a fundraising of GBP1,200,000 and secure
a GBP1,000,000 funding facility. The Company developed a work
at home policy and adopted local procedures for exploration
activities to address the health and wellbeing of its directors,
consultants and contractors, and their families, from COVID-19.
Whilst in many countries, including the United Kingdom with
universal vaccination programmes, COVID-19 appears to be under
control the timing and extent of the impact and recovery from
COVID-19 in other countries is still not certain as many countries
particularly in the developing world have yet to fully implement
successful vaccination programs accordingly COVID-19 remains
an issue that requires ongoing monitoring in 2022 and likely
at least into 2023 but possibly longer.
Based on the Board's assessment that the Company will be able
to raise additional funds, as and when required, to meet its
working capital and capital expenditure requirements, the
Board have concluded that they have a reasonable expectation
that the Group can continue in operational existence for the
foreseeable future. For these reasons the Group continues
to adopt the going concern basis in preparing the annual report
and financial statements.
There is a material uncertainty related to the conditions
above that may cast significant doubt on the Group's ability
to continue as a going concern and therefore the Group may
be unable to realise its assets and discharge its liabilities
in the normal course of business.
The financial report does not include any adjustments relating
to the recoverability and classification of recorded asset
amounts or liabilities that might be necessary should the
entity not continue as a going concern.
Basis of preparation
The financial information, 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 UK adopted International
Accounting Standards including IFRS 6 'Exploration for and
Evaluation of Mineral Resources'.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and its subsidiary undertakings
and have been prepared using the principles of acquisition
accounting, which includes the results of the subsidiaries
from their dates of acquisition.
All intra-group transactions, income, expenses and balances
are eliminated fully on consolidation.
A subsidiary undertaking is excluded from the consolidation
where the interest in the subsidiary undertaking is held exclusively
with a view to subsequent resale and the subsidiary undertaking
has not previously been consolidated in the consolidated accounts
prepared by the parent undertaking.
Business combination
On acquisition, the assets and liabilities and contingent
liabilities of a subsidiary are measured at their fair values
at the date of acquisition. Any excess of the cost of acquisition
over the fair values of the identifiable net assets acquired
is recognised as goodwill. Any deficiency of the cost of acquisition
below the fair values of the identifiable net assets acquired
(i.e. discount on acquisition) is credited to profit and loss
in the year of acquisition. The interest of non-controlling
shareholders is stated at the minority's proportion of the
fair values of the assets and liabilities recognised. Subsequently,
any losses applicable to the non-controlling interest in excess
of the non-controlling interest are allocated against the
interests of the parent.
New IFRS standards and interpretations
At the date of authorisation of these financial statements,
the company has not early adopted the following amendments
to Standards and Interpretations that have been issued but
are not yet effective:
Standard or Interpretation Effective for annual
periods commencing
on or after
Narrow scope amendments to IFRS 3, IAS 1 January 2022
16 and IAS 37
Annual improvements to IFRS Standards 1 January 2022
2018-2020
Amendments to IAS 1: Classification of 1 January 2023
Liabilities as Current or Non-Current
Amendments to IAS 1 and IFRS Practice 1 January 2023
Statement 2: Disclosure of Accounting
Policies
Amendments to IAS 8: Definition of Accounting 1 January 2023
Estimates
Amendments to IAS 12: Deferred Tax Related 1 January 2023
to Assets and Liabilities arising from
a Single Transaction.
As yet, none of these have been endorsed for use in the UK
and will not be adopted until such time as endorsement is
confirmed. The directors do not expect any material impact
as a result of adopting the standards and amendments listed
above in the financial year they become effective.
1.2 Significant accounting judgments, estimates and assumptions
The carrying amounts of certain assets and liabilities are
often determined based on estimates and assumptions of future
events. The key estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying amounts
of certain assets and liabilities within the next annual reporting
year are:
Share-based payment transactions:
The Group measures the cost of equity-settled transactions
with directors, consultants and employees by reference to
the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using a
Black and Scholes model which takes into account expected
share volatility, strike price, term of the option and the
dividend policy.
Impairment of investments, options and deferred exploration
expenditure:
The Group determines whether investments (including those
acquired during the period), options and deferred exploration
expenditure are impaired when indicators, based on facts and
circumstances, suggest that the carrying amount may exceed
its recoverable amount. Such indicators include the point
at which a determination is made as to whether or not commercial
mining reserves exist in the subsidiary or associate in which
the investment is held or whether exploration expenditure
capitalised is recoverable by way of future exploitation or
sale, obviously pending completion of the exploration activities
associated with any specific project in each segment.
Fair value of assets and liabilities acquired on acquisition
of subsidiaries
The Group determines the fair value of assets and liabilities
acquired on acquisition of subsidiaries by reference to the
carrying value at the date of acquisition and by reference
to exploration activities undertaken and/or information that
the Directors become aware of post acquisition (note 12).
1.3 Interest income
Interest revenue is recognised on a time proportionate basis
that takes into account the effective yield on the financial
asset.
1.4 Share-based payments
The Company offered share-based payments to certain directors
and advisers by way of issues of share options, none of which
to date have been exercised. The fair value of these payments
is calculated by the Company using the Black Scholes option
pricing model. The expense is recognised on a straight-line
basis over the year from the date of award to the date of
vesting, based on the Company's best estimate of shares that
will eventually vest (note 18).
1.5 Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised
when the Group becomes a party to the contractual provisions
of the financial instrument, and are measured initially at
fair value adjusted by transactions costs, except for those
carried at fair value through profit or loss, which are measured
initially at fair value. Subsequent measurement of financial
assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights
to the cash flows from the financial asset expire, or when
the financial asset and all substantial risks and rewards
are transferred. A financial liability is derecognised when
it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
Except for those trade receivables that do not contain a significant
financing component and are measured at the transaction price
in accordance with IFRS 15, all financial assets are initially
measured at fair value adjusted for transaction costs (where
applicable).
For the purpose of subsequent measurement, financial assets
other than those designated and effective as hedging instruments
are classified into the following categories upon initial
recognition:
* amortised cost
* fair value through profit or loss ("FVPL")
* equity instruments at fair value through other
comprehensive income ("FVOCI")
* debt instruments at FVOCI
All income and expenses relating to financial assets that
are recognised in profit or loss are presented within finance
costs, finance income or other financial items, except for
expected credit losses of trade receivables which is presented
within other expenses.
Classifications are determined by both:
* The entities business model for managing the
financial asset;
* The contractual cash flow characteristics of the
financial assets.
Subsequent measurement financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets
meet the following conditions (and are not designated as FVPL):
* they are held within a business model whose objective
is to hold the financial assets and collect its
contractual cash flows
* the contractual terms of the financial assets give
rise to cash flows that are solely payments of
principal and interest on the principal amount
outstanding
After initial recognition, these are measured at amortised
cost using the effective interest method. Discounting is omitted
where the effect of discounting is immaterial. The Group's
cash and cash equivalents, trade and most other receivables
fall into this category of financial instruments.
Financial assets at fair value through profit or loss (FVPL)
Financial assets that are held within a different business
model other than 'hold to collect' or 'hold to collect and
sell' are categorised at fair value through profit and loss.
Further, irrespective of business model financial assets whose
contractual cash flows are not solely payments of principal
and interest are accounted for at FVPL. All derivative financial
instruments fall into this category, except for those designated
and effective as hedging instruments, for which the hedge
accounting requirements apply (see below).
Equity instruments at fair value through other comprehensive
income (Equity FVOCI)
Investments in equity instruments that are not held for trading
are eligible for an irrevocable election at inception to be
measured at FVOCI. Under Equity FVOCI, subsequent movements
in fair value are recognised in other comprehensive income
and are never reclassified to profit or loss. Dividends from
these investments continue to be recorded as other income
within the profit or loss unless the dividend clearly represents
return of capital.
Debt instruments at fair value through other comprehensive
income (Debt FVOCI)
Financial assets with contractual cash flows representing
solely payments of principal and interest and held within
a business model of collecting the contractual cash flows
and selling the assets are accounted for at debt FVOCI.
Any gains or losses recognised in OCI will be reclassified
to profit or loss upon derecognition of the asset.
IFRS 9's impairment requirements use more forward-looking
information to recognize expected credit losses - the 'expected
credit losses ("ECL") model'.
The Group considers a broader range of information when assessing
credit risk and measuring expected credit losses, including
past events, current conditions, reasonable and supportable
forecasts that affect the expected collectability of the future
cash flows of the instrument.
In applying this forward-looking approach, a distinction is
made between:
* financial instruments that have not deteriorated
significantly in credit quality since initial
recognition or that have low credit risk ('Stage 1')
and
* financial instruments that have deteriorated
significantly in credit quality since initial
recognition and whose credit risk is not low ('Stage
2').
'Stage 3' would cover financial assets that have objective
evidence of impairment at the reporting date.
'12-month expected credit losses' are recognised for the first
category while 'lifetime expected credit losses' are recognised
for the second category.
Measurement of the expected credit losses is determined by
a probability-weighted estimate of credit losses over the
expected life of the financial instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting
for trade and other receivables as well as contract assets
and records the loss allowance at the amount equal to the
expected lifetime credit losses. In using this practical expedient,
the Group uses its historical experience, external indicators
and forward-looking information to calculate the expected
credit losses using a provision matrix.
Classification and measurement of financial liabilities
The Group's financial liabilities include trade and other
payables.
Financial liabilities are initially measured at fair value,
and, where applicable, adjusted for transaction costs unless
the Group designated a financial liability at fair value through
profit or loss.
Subsequently, financial liabilities are measured at amortised
cost using the effective interest method except for derivatives
and financial liabilities designated at FVPL, which are carried
subsequently at fair value with gains or losses recognised
in profit or loss (other than derivative financial instruments
that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in
an instrument's fair value that are reported in profit or
loss are included within finance costs or finance income.
1.6 Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents
are short term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value. For the purposes
of the Cash Flow Statement, cash and cash equivalents consist
of cash and cash equivalents as defined above, net of outstanding
bank overdrafts.
1.7 Trade and other receivables
Trade receivables are recognised and carried at original invoice
amount less an allowance for any expected credit loss amounts.
1.8 Foreign currency transactions and balances
(i) Functional and presentational currency
Items included in the Group's financial statements are measured
using Pounds Sterling ("GBP"), which is the currency of the
primary economic environment in which the Group operates ("the
functional currency"). The financial statements are presented
in Pounds Sterling ("GBP"), which is the functional currency
of the Company and is the Group's presentational currency.
The individual financial statements of each Group company
are presented in the functional currency of the primary economic
environment in which it operates.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation
at year end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income
statement.
Transactions in the accounts of individual Group companies
are recorded at the rate of exchange ruling on the date of
the transaction. Monetary assets and liabilities denominated
in foreign currencies are translated at the rates ruling at
the balance sheet date. All differences are taken to the income
statement.
For the purpose of presenting consolidated financial statements,
the assets and liabilities of the Group's foreign operations
are translated at exchange rates prevailing on the balance
sheet date. Income and expense items are translated at the
average exchange rates for the year. Exchange differences
arising recognised in other comprehensive income and transferred
to the Group's translation reserve within equity as 'Other
reserves'. Upon disposal of foreign operations, such translation
differences are derecognised as an income or as expenses in
the year in which the operation is disposed of in other comprehensive
income.
1.9 Taxation
Current tax for current and prior periods is, to the extent
unpaid, recognised as a liability. If the amount already paid
in respect of current and prior periods exceeds the amount
due for those periods, the excess is recognised as an asset.
Deferred tax is provided in full in respect of taxation deferred
by timing differences between the treatment of certain items
for taxation and accounting purposes. A deferred tax asset
is recognised for all deductible temporary differences to
the extent that it is probable that taxable profit will be
available against which the deductible temporary difference
can be utilised. A deferred tax asset is not recognised when
it arises from the initial recognition of an asset or liability
in a transaction at the time of the transaction, affects neither
accounting profit nor taxable profit. Deferred tax balances
are not discounted.
1.10 Plant and equipment
Plant and equipment are stated at historical cost less depreciation.
Historical cost includes expenditure that is directly attributable
to the acquisition of the items. Subsequent costs are included
in the asset's carrying amount, only when it is probable that
future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably.
All other repairs and maintenance are charged to the profit
and loss account during the financial year in which they are
incurred.
Depreciation on these assets is calculated using the diminishing
value method to allocate the cost less residual values over
their estimated useful lives as follows:
Plant and equipment - 33.33%
Fixtures and fittings - 7.5%
The assets' residual values and useful lives are reviewed,
and adjusted if appropriate at the balance sheet date.
1.11 Impairment of assets
At each reporting date, the Company reviews the carrying values
of its tangible and intangible assets to determine whether
there is any indication that those assets have been impaired.
If such an indication exists, the recoverable amount of the
asset, being the higher of the asset's fair value less costs
to sell and value in use, is compared to the asset's carrying
value. Any excess of the asset's carrying value over its recoverable
amount is expensed to the profit and loss account.
1.12 Trade and other payables
Trade payables and other payables are carried at amortised costs
and represent liabilities for goods and services provided to
the Group prior to the end of the financial year that are unpaid
and arise when the Group becomes obliged to make future payments
in respect of the purchase of these goods and services.
1.13 Exploration, evaluation and development expenditure
Exploration, evaluation and development expenditure incurred
is accumulated in respect of each identifiable area of interest.
These costs are only carried forward to the extent that they
are expected to be recouped through the successful development
of the area or where activities in the area have not yet reached
a stage which permits reasonable assessment of the existence
of economically recoverable reserves. Accumulated costs in relation
to an abandoned area are written off in full in the year in
which the decision to abandon the area is made. When production
commences, the accumulated costs for the relevant area of interest
are transferred to development assets and amortised over the
life of the area according to the rate of depletion of the economically
recoverable reserves. A regular review is undertaken of each
area of interest to determine the appropriateness of continuing
to carry forward costs in relation to that area of interest.
Costs of site restoration are provided when an obligating event
occurs from when exploration commences and are included in the
costs of that stage. Site restoration costs include the dismantling
and removal of mining plant, equipment and building structures,
waste removal and rehabilitation of the site in accordance with
clauses of the mining permits. Such costs have been determined
using estimates of future costs, current legal requirements
and technology on a discounted basis.
Any changes in the estimates for the costs are accounted for
on a prospective basis. In determining the costs of site restoration,
there is uncertainty regarding the nature and extent of the
restoration due to community expectations and future legislation.
Accordingly, the costs have been determined on the basis that
the restoration will be completed within one year of abandoning
the site.
1.14 Investments
Investments in subsidiaries, joint ventures and associated
companies are carried at cost less accumulated impairment
losses in the Company's balance sheet. On disposal of investments
in subsidiaries, joint ventures and associated companies,
the difference between disposal proceeds and the carrying
amounts of the investments are recognised in profit or loss.
2. Segment reporting
For the purposes of segmental information, the operations of the Group are focused in geographical
segments, namely the UK, Argentina, Namibia, Zambia, Botswana, Cyprus and the Philippines and
comprise one class of business: the exploration, evaluation and development of mineral resources.
The UK is used for the administration of the Group.
The Group's loss before tax arose from its operations in the UK, Argentina, Namibia, Zambia, Botswana,
Philippines and Cyprus.
For the year
ended 31
December
2021
Continuing operations
---------------------------------------------------------------------------
UK Argentina Philippines Namibia Zambia Botswana Cyprus Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Consolidated loss
before tax (945) (87) - (3) - (1) - (1,036)
-------- ---------- ------------ -------- -------- --------- -------- --------
Included in the
consolidated
loss before tax
are the following
income/(expense)
items:
Foreign currency
loss (22) - - - - - - (22)
Total Assets 845 5,201 49 1,840 - 792 8,727
Total Liabilities (506) (25) - - - - - (531)
-------- ---------- ------------ -------- -------- --------- -------- --------
For the year
ended 31
December
2020
Continuing operations
---------------------------------------------------------------------------
UK Argentina Philippines Namibia Zambia Botswana Cyprus Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Consolidated loss
before tax (860) (53) - (32) (70) - - (1,015)
-------- ---------- ------------ -------- -------- --------- -------- --------
Included in the
consolidated
loss before tax
are the following
income/(expense)
items:
Foreign currency
loss (11) - - - - - - (11)
Total Assets 1,117 4,834 - 1,405 208 - - 7,564
Total Liabilities (404) (42) - (107) - - - (553)
-------- ---------- ------------ -------- -------- --------- -------- --------
3. Operating expenses
Year ended Year ended
31 December 31 December
2021 2020
GBP'000 GBP'000
On-going operating expenses 788 657
Depreciation and amortisation - 1
Share option expense 160 380
948 1,038
============= =============
4. Operating loss
Year ended Year ended
31 December 31 December
2021 2020
The Group's operating loss is stated after GBP'000 GBP'000
charging:
Parent Company auditor's remuneration
- audit services 32 28
Parent Company auditor's remuneration
- tax services - 2
Parent Company auditor's remuneration
- other services 2 1
Operating lease - premises 15 15
Foreign exchange loss 22 8
============= =============
5. Impairment of assets
Year ended Year ended
31 December 31 December
2021 2020
GBP'000 GBP'000
Impairment loss on loan to associate (1) - -
Provision for impairment of investment
- Kalengwa Project (Zambia) (2) 110 -
-------------- -------------
110 -
============== =============
(1) The Mankayan project owned by Crescent Mining and Development
Corporation was fully impaired in 2016 due to then significant
lingering uncertainty concerning the political and tax environment
in the Philippines. Although the political and tax environment
has subsequently improved it was not considered prudent in the
2019 accounts to write back any of the provision made in prior
years.
In 2019, the Group sold 80% of its interest in the Mankayan
copper-gold project and derecognised its investment in its subsidiary,
Asean Copper Investments Limited and the loan balances outstanding
have been fully impaired.
On 28 April 2021 the Company announced that it had served notice
of termination of its transaction agreement (the " Transaction
Agreement ") dated 4 October 2019 with Mining and Minerals Industries
Holding Pte. Ltd. (" MMIH "), a private company incorporated
in Singapore, with respect to the sale of 80 per cent. of the
Company's interest in the Mankayan copper -- gold project in
the Philippines (the "Mankayan Project") to MMJV Pte. Ltd. ("
MMJV" ), a 100 percent subsidiary of MMIH, (the "Transaction")
as MMIH has not met its Total Funding Commitment as defined
in the Transaction Agreement and that the Company, would explore
and pursue options including the possibility of re -- positioning
the Mankayan project within the Company's portfolio of copper
and gold assets but in the meantime the previous provisions
against the Company's investment in the Mankayan Project writing
it down to Nil have not been written back.
On 13 September 2021 the Company, entered into a conditional
agreement with IDM Mankayan Pty Ltd ("IDM"), a company incorporated
in Australia, to take the Mankayan Project in the Philippines
forward (the "IDM Agreement"). The IDM Agreement has completed
and IDM and now owns 27.5% of IDM. The Mankayan project's MPSA
was originally issued for a standard 25 year period, which expired
on 11 November 2021, and as announced by the Company on 18 March
2022 has been renewed for a second 25 year term with effect
from 12 November 2021.
(2) In light of technical and regulatory issues related to
the Kalengwa project the Company has with the agreement of its
partners agreed to pause work on this project pending resolution
of these issues and accordingly has decided with effect from
31 December 2021 to make a full provision against its investment
in the Kalengwa project.
6. Taxation
Year ended Year ended
31 December 31 December
2021 2020
UK Corporation tax GBP'000 GBP'000
- current year - -
------------- -------------
Total current tax charge - -
============= =============
Factors affecting the tax charge for the
year:
Loss on ordinary activities before tax (1,058) (1,026)
Loss on ordinary activities multiplied
by the
standard rate of UK corporation tax of
19% (2020: 19%) (201) (196)
Effects of:
Non-deductible expenses - -
Tax losses (unprovided deferred tax) 201 196
------------- -------------
Total tax charge - -
============= =============
At 31 December 2021, the Group had unused losses carried forward
of GBP13,825,000 (2020: GBP13,037,000) available for offset
against suitable future profits. Most of the losses were sustained
in the United Kingdom.
The Group's deferred tax asset as at 31 December 2021 that
arose from these losses has not been recognised in respect
of such losses due to the uncertainty of future profit streams.
The contingent deferred tax asset, which has been measured
at 25%, is estimated to be GBP3,456,000 (2020: GBP2,336,000).
A net deferred tax asset arising from these losses has not
been established as the Directors have assessed the likelihood
of future profits being available to offset such deferred
tax assets is uncertain.
7. Loss per share
The basic and diluted loss per share have been calculated
using the loss attributable to equity holders of the Company
for the year ended 31 December 2021 of GBP1,058,000 (2020:
GBP977,000) of which GBP1,058,000 (2020: GBP977,000) was from
Continuing Operations and GBPnil (2020: nil) was from Discontinued
Operations. The basic loss per share was calculated using
a weighted average number of shares in issue of 4,015,035,915
(2020: 2,046,170,268).
The diluted loss per share has been calculated using a weighted
average number of shares in issue and to be issued of 4,813,590,723
(2020: 2,397,420,278).
The diluted loss per share and the basic loss per share are
recorded as the same amount, as conversion of share options
decreases the basic loss per share, thus being anti-dilutive.
8. Directors' emoluments
Year ended Year ended
31 December 31 December
2021 2020
GBP'000 GBP'000
The Directors' emoluments of the Group
are as follows:
Wages, salaries, fees and share options 290 427
============= =============
Refer to page 17 for details of the remuneration
of each director.
9. Employee information
Year ended Year ended
31 December 31 December
2021 2020
Average number of employees including
directors and consultants :
Management and technical 5 5
============= =============
Year ended Year ended
31 December 31 December
2021 2020
GBP'000 GBP'000
Salaries (excluding directors' remuneration) - -
============= =============
10. Plant and equipment
Consolidated Company
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
Plant and equipment
Cost
At beginning of year 67 68 60 60
Exchange differences - (1) - -
------------- -------- -------- --------
At end of year 67 67 60 60
------------- -------- -------- --------
Depreciation
At beginning of year 64 64 59 58
Charge for the year 1 1 1 1
Exchange differences - (1) - -
------------- -------- -------- --------
At end of year 65 64 60 59
------------- -------- -------- --------
Net book value at end
of year 2 3 - 1
============= ======== ======== ========
11. Investments
Consolidated Company
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
Loan to associate
(note 11.1) 211 211 124 3,980
Impairment provision
(note 5) (211) (211) (124) (3,980)
Investment in
associate 49 - 49 -
Investment in
subsidiaries - - 2,978 2,077
Impairment Provision - - (208) -
(note 5)
Other Investments - - 228 -
Loan to subsidiaries - - 3,779 3,022
Provision for
subsidiary loan
recoverability - - (760) (583)
49 - 6,066 4,516
======== ======== ======== ========
11.1 The Group's share of the results of its associate and its
assets and liabilities:
The Mankayan project owned by Crescent Mining and Development
Corporation was fully impaired in 2016 due to then significant
lingering uncertainty concerning the political and tax environment
in the Philippines. Although the political and tax environment
has subsequently improved it was not considered prudent in
the 2019 accounts to write back any of the provision made
in prior years.
Termination of Agreement with MMIH: In 2019 the Company sold
80% of its interest in the Mankayan copper-gold porphyry project
in the Philippines to MMIH of Singapore who intend a reverse
takeover or listing on the Singapore or other suitable exchange.
Post the period end on 28 April 2021 the Company announced
it had served notice of termination of its transaction agreement
(the "Transaction Agreement") dated 4 October 2019 with Mining
and Minerals Industries Holding Pte. Ltd. ("MMIH"), a private
company incorporated in Singapore, with respect to the sale
of 80 per cent. of the Company's interest in the Mankayan
copper -- gold project in the Philippines (the "Mankayan Project")
to MMJV Pte. Ltd. ("MMJV"), a 100 percent subsidiary of MMIH,
(the "Transaction") as MMIH has not met its Total Funding
Commitment as defined in the Transaction Agreement. Bezant,
is exploring and pursuing options including the possibility
of re -- positioning the Mankayan project within the Company's
portfolio of copper and gold assets. As mentioned in note
5 the previous provisions writing the Group investment in
the Mankayan Project to Nil have not been written back. Due
to the termination of the Transaction Agreement the contingent
consideration due to the Company under the Transaction Agreement
of S$10m shares in a ListCo has not been recognised.
On 13 September 2021 the Company, entered into a conditional
agreement with IDM Mankayan Pty Ltd ("IDM"), a company incorporated
in Australia, to take the Mankayan Project in the Philippines
forward (the "IDM Agreement"). The IDM Agreement has completed
and IDM and now owns 27.5% of IDM but has no management control
over or right to appoint directors of IDM which is why the
shareholding is held as an investment at cost. The Mankayan
project's MPSA was originally issued for a standard 25 year
period, which expired on 11 November 2021, and as announced
by the Company on 18 March 2022 has been renewed for a second
25 year term with effect from 12 November 2021.
11.2 Investments - subsidiary undertakings
The Company's significant subsidiary undertakings held as
fixed asset investments as at 31 December 2021 were as follows:
Country Principal Percentage
of Activity of
incorporation ordinary
share
capital held
Held directly
Tanzania Gold Limited Ireland Holding Company 100%
Virgo Resources Limited Australia Holding Company 100%
KPZ International Limited BVI Holding Company 30%
Hope Copper Gold Investments
Ltd (BVI) BVI Holding Company 100%
Held indirectly
Gold and copper
Anglo Tanzania Gold Limited England exploration 100%
Eureka Mining & Exploration Gold and copper
SA Argentina exploration 100%
Gold and copper
Puna Metals SA Argentina exploration 100%
Hepburn Resources Pty Gold and copper
Ltd Australia exploration 100%
Hope and Gorob Mining Gold and copper
Pty Ltd Namibia exploration 70%
Hope Namibia Exploration Gold and copper
Pty Ltd Namibia exploration 80%
Gold and copper
KPZ Processing Zone Limited Zambia exploration 30%
Metrock Resources Pty
Ltd Australia Holding Company 100%
Coastal Resources Pty Gold and copper
Ltd Australia exploration 100%
Coastal Minerals Proprietary Gold and copper
Limited Botswana exploration 100%
Cypress Sources Proprietary Gold and copper
Limited Botswana exploration 100%
12. Acquisition of subsidiaries
12.1 Acquisition of Metrock Resources Limited
Botswana
On 12 February 2021 the Company completed the acquisition
of 100% of Metrock Resources Pty Ltd and its interest in the
Kanye Manganese Project.
The fair value of the assets and liabilities acquired were
as follows:
2021
GBP'000
Consideration
Equity consideration
* Ordinary shares (issued) 633
* Options 57
Cash consideration 13
-----------
703
Fair value of assets and
liabilities acquired (171)
Deemed fair value of
exploration assets acquired 532
===========
12.2 Acquisition of Virgo Resources Pty Ltd
On 18 February 2021 the Company settled Virgo Resources Pty
Ltd creditors by issuing 19,703,703 shares totalling GBP44,333.
The balance of deferred consideration shares to be issued
at 31 December 2021 is 15,763,889 shares (note 15).
13. Exploration and evaluation assets
Consolidated Company
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
Balance at beginning of
year 6,405 4,778 3,129 3,129
Acquisitions during year - -
- 1,283 - -
* Namibia (note 12)
* Zambia - 131
532 - - -
* Botswana (note 12)
Exploration expenditure 1,073 218 - -
Provision for impairment (110) - - -
(note 5)
Exchange differences - (5) - -
Carried forward
at end of year 7,900 6,405 3,129 3,129
============ ============ =========== ==========
13.1 Exploration Assets
Argentina
The amount of capitalised exploration and evaluation expenditure
relates to 12 licences comprising the Eureka Project and are
located in north-west Jujuy near to the Argentine border with
Bolivia and are formally known as Mina Eureka, Mina Eureka
II, Mina Gino I, Mina Gino II, Mina Mason I, Mina Mason II,
Mina Julio I, Mina Julio II, Mina Paul I, Mina Paul II, Mina
Sur Eureka and Mina Cabereria Sur, covering, in aggregate,
an area in excess of approximately 5,500 hectares and accessible
via a series of gravel roads. All licences remain valid and
in May 2019 the Company obtained a two-year renewal of its
Environmental Impact.
Assessment (EIA) approvals in respect of its Mina Eureka, Mina
Gino I, Mina Gino II, Mina Mason I, Mina Mason II, Mina Julio
I, Mina Julio II, Mina Paul I, Mina Paul II, being the 9 northern
most licences which are the intended focus of a future exploration
programme the Company is in the process of applying for the
extension of the validity period of the May 2019 EIA approvals.
Notwithstanding the absence of new exploration activities on-site
during the period the directors, given their intention post
COVID-19 in Argentina to focuss on finding a joint venture
partner for the project have assessed the value of the intangible
asset having considered any indicators of impairment, and in
their opinion, based on a review of the expiry dates of licences,
future expected availability of funds to develop the Eureka
Project and the intention to continue exploration and evaluation,
no impairment is necessary. The capitalised cost at 31 December
2021 was GBP4,776,069.
Namibia
On 14 August 2020 the Company completed the acquisition of
100% of Virgo Resources Ltd and its interests in the Hope Copper-Gold
Project in Namibia. On 14 January 2021 and 2 June 2021 announced
positive results in relation to exploration activities undertaken
post acquisition which support the Company's confidence in
the Hope Copper-Gold Project. Post acquisition there have been
no indications that any impairment provisions are required
in relation to the carrying value of the Hope Copper-Gold Project.
The capitalised cost at 31 December 2021 was GBP2,120,337.
Zambia
On 27 April 2020 the Company entered into a binding agreement
with KPZ International Limited ("KPZ Int") (the "KPZ Agreement")
in relation to the acquisition of a 30 per cent. interest in
the approximate 974 km(2) large scale exploration licence numbered
24401-HQ-LEL in the Kalengwa greater exploration area in The
Republic of Zambia (the "Licence") (the "Kalengwa Project")
by acquiring a 30 per cent. shareholding in KPZ Int. Under
the terms of the KPZ Agreement the Company has the right to
appoint the majority of directors to the Board of KPZ Int and
has operational control of the Kalengwa Project therefore in
accordance with IFRS 10 the Company's investment in KPZ Int
has been consolidated. The Licence is held by Kalengwa Processing
Zone Ltd ("KPZ"), a 100 per cent. (less one share) Zambian
subsidiary of KPZ Int, and is for the exploration of copper,
cobalt, silver, gold and certain other specified minerals.
The Licence was granted on 2 April 2019 and is valid for an
initial period up to 1 April 2023. Cash consideration for the
acquisition was US$250,000 (LIR202,493) which was settled on
6 November 2020 by the issue of 76,923,077 shares and costs
of GBP23,775. On 12 April 2021 and 24 April 2021 the Company
announced positive results in relation to exploration activities
undertaken and on 20 September 2021 further exploration results
and the Company's intention to undertake a comparative review
of recent holes and historical holes and to consider further
drilling to re-test geophysical targets. Post period end in
light of technical and regulatory issues related to the Kalengwa
project the Company has with the agreement of its partners
agreed to pause work on this project pending resolution of
these issues and accordingly has decided with effect from 31
December 2021 to make a full provision against its investment
in the Kalengwa project.
Botswana
On 12 February 2021 the Company further to its announcement
on 22 December 2020 announced the completion of the acquisition
of 100% of Metrock Resources Ltd ("Metrock") and its manganese
mineral exploration licences in Southern Botswana comprising
the Kanye Manganese Project (the "Kanye Manganese Project").
The Kanye Manganese Project i) comprises a 4,043 sq km land
package with 125 km of potential on trend manganese mineralisation
across the licences ii) has historical trenching results have
yielded in the case on one prospect of between 53% and 74%
manganese oxide ("MnO"), and iii) project area is near the
ground of a TSX listed public company that has a preliminary
economic assessment showing high rates of return based on a
MnO grade of 27.3.
On 24 June 2021 the Company announced it had completed reconnaissance
mapping, prospecting and sampling work on the Kanye Manganese
Project and that i) Up to four historic manganese occurrences
were successfully located and sampled in the field within an
8km-belt ii) 40 grab samples were obtained which assayed from
traces up to high-grade results of 67.18% MnO occurring at
the Moshaneng borrow pit and 68.01% MnO at the Mheelo prospect;
iii) the Mheelo prospect is located just 6km from the Giyani
Metals K-Hill manganese project where a Mineral Resource Estimate
was complted in march 2022 and an April 2021 PEA indicates
an 80% IRR) iv) the Company plans to follow-up the main targets
with clearance/trenching by mechanical excavator to facilitate
detailed mapping, prospecting and more systematic sampling
; and confirmed targets will be drill tested to define lateral
and depth extent of deposits.
On 31 January 2022 the Company announced the completion of
a geological mapping that indicates that the target horizon
hosting high-grade manganese may extend continuously for at
least 4km between the Loltware and Moshaneng prospects.
On 22 March 2022 the Company announced an update of its trenching
and soil programme that highlighted i) Soil sampling between
the Loltware manganese occurrence and the Moshaneng Borrow
Pit has confirmed a strong, continuous soil anomaly of greater
than 2km lateral extent and up to 750m wide based on hand-held
XRF analyses of sieved soils ii) Trenching at the Loltware
prospect intersected zones of in-situ manganese mineralisation
based on hand-held XRF analysis of one metre channel samples
iii) Trench channel samples have been dispatched for full laboratory
analysis iv) Based on preliminary evaluation, it appears that
Loltware is a distinct manganese sub-zone, with the larger
target located around and southeast of the Borrow Pit and iv)
Once trench assay samples are received and evaluated preparations
will be made for a maiden drill programme at the Kanye project.
Note 12.1 provides details of the deemed fair value of the
exploration assets of GBP532,000 arising on the acquisition
of Metrock. Post-acquisition there have been no indications
that any impairment provisions are required in relation to
the carrying value of the Kanye Manganese Project.
The capitalised cost at 31 December 2021 was GBP791,851.
Cyprus
On 11 November 2021 the Company announced that on 10 November
2021it had entered into a Joint Venture Agreement with Caerus
Mineral Resources PLC in relation to three of Caerus's copper
gold projects in Cyprus.
On 15 December 2021 the Company announced the results from
initial assay sampling at the Troulli Project that indicated
the potential for development of a shallow gold resource as
well as the opportunity to deepen and extend the current open
pit to access the sulphides which contain both copper and gold.
On 18 January 2022 the Company announced an update on the JV
Projects and the objectives set for 2022 focussing on the rapid
development of the Troulli Mine Project.
On 24 February the Company announced the results from both
dump sampling and drilling for the Troulli, Kokkinapetre and
Anglisides JV Projects.
Troulli Project: stockpile sampling average grade of 1.2% Cu;
tailings sampling at double projected grade; and positive copper
and gold mineralisation drill results outside main Troulli
deposit area
Kokkinapetra Project: Drilling of the 1.5km strike length of
the Kokkinapetra extension of the Troulli deposit returned
extremely encouraging drill results including 0.85% Cu eq over
28.10m from surface, 1.0g/t Au over 10.8m and 0.66% Cu eq over
29.2, also from surface. Ground geophysical survey will now
be conducted to better define the next round of drill targets.
Anglsides Project: Validation drilling of the Troulli satellite
project, Anglisides returned equally encouraging results with
a peak intercept of 1.18% Cu eq over 40m from surface. A more
comprehensive drilling programme will now be undertaken with
the objective of defining a high-grade resource that can be
processed off-site at the future Troulli plant site.
On 6 April 2022 the Company announced the results of an independent
Initial Resource Estimate:
At a selected cut-off grade of 0.5% Cu, a hard rock resource
estimate of approximately 2.7 million tonnes at a Cu equivalent
grade of 0.74% CuEq (0.51% Cu and 0.26 g/t Au) has been established.
A Total Hard Rock Resource Estimate of approximately 4.9 million
tonnes at 0.41% Cu and 0.2 g/t Au for 20,000 t of Cu metal
and 31,000 ounces of Au, from a cut-off grade of 0.26% Cu equivalent.
On 3 May 2022 the Company announced further drill results from
its Troulli JV Project.
On 8 June 2022 the Company announced further drill results
from its Anglisides Licence, a satellite project of the Troulli
Joint Venture.
The capitalised cost at 31 December 2021 was GBP228,307.
14. Trade and other receivables
Consolidated Company
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
Due within one year:
VAT recoverable 19 10 19 10
Other debtors 29 18 7 6
48 28 26 16
=============== ============== =========== ==========
15. Trade and other payables
Consolidated Company
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
Trade creditors 113 229 85 75
Directors 135 50 135 50
Accruals 240 148 240 148
Deferred acquisition costs
(note 12) 43 126 43 126
--------------- -------------- ----------- ----------
531 553 503 399
=============== ============== =========== ==========
16. Financial instruments
(a) Interest rate risk
As the Group has no borrowings, it is not exposed to interest
rate risk on financial liabilities. The Group's interest rate
risk arises from its cash held on short term deposit, which
is not significant.
(b) Net fair value
The net fair value of financial assets and financial liabilities
approximates to their carrying amount as disclosed in the
balance sheet and in the related notes.
(c) Foreign currency risk
The Group undertakes certain transactions denominated in foreign
currencies, hence exposure to exchange rate fluctuations arise.
The Group has not hedged against currency depreciation but
continues to keep the matter under review.
The carrying amount of the Group's foreign currency denominated
monetary assets and monetary liabilities at the reporting
date is as follows:
Assets Liabilities
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
US Dollars 9 2 15 15
AU Dollars 2 5 111 111
AR Pesos 9 33 42 42
NA Dollars - 1 1
20 40 169 169
============ ============ ============== ===========
Sensitivity analysis
A 10 per cent strengthening of the British Pound against the
foreign currencies listed above at 31 December would have
increased/(decreased) profit or loss by the amounts shown
below. The analysis assumes that all other variables remain
the same. The analysis is performed on the same basis as at
31 December 2020.
2021 2020
GBP'000 GBP'000
US Dollars (1) (1)
AU Dollars - 11
AR Pesos 1 (1)
A 10 per cent weakening of the British Pound against the foreign
currencies listed above at 31 December would have had the
equal but opposite effect to the amounts shown above, on the
basis that all other variables remain constant.
(d) Financial risk management
The Directors recognise that this is an area in which they
may need to develop specific policies should the Group become
exposed to wider financial risks as the business develops.
(e) Liquidity risk management
The Directors have regard to the maintenance of sufficient
cash resources to fund the Group's immediate operating and
exploration activities. Cash resources are managed in accordance
with planned expenditure forecasts.
(f) Capital risk management
The Directors recognise that the Group's capital is its equity
reserves. The Group's current objective is to manage its capital
in a manner that ensures that the funds raised meet its operating
and exploration expenditure commitments. Currently, the Company
does not seek any borrowings to operate the Company and all
future supplemental funding is raised through investors as
and when required in order to finance working capital requirements
and potential new project opportunities, as they may develop.
17. Share capital
2021 2020
Number GBP'000 GBP'000
Authorised
5,000,000,000 ordinary shares of 0.002p
each 100 100
5,000,000,000 deferred shares of 0.198p
each 9,900 9,900
10,000 10,000
========= =========
Allotted ordinary shares, called up
and fully paid
As at beginning of the year 71 25
Share subscription 18 24
Shares issued for exploration project
acquisitions 6 12
Shares issued on exercise of warrants 2 10
Shares issued to settle third party
fees 1 -
Total ordinary shares at end of year 98 71
--------- ---------
Allotted deferred shares, called up
and fully paid
As at beginning of the period 1,978 1,978
Total deferred shares at end of period
(1) 1,978 1,978
Ordinary and deferred as at end of year 2,076 2,049
=============== ==============
Number of Number
shares 2021 of shares
2020
Ordinary share capital is summarised
below:
As at beginning of the year 3,543,699,116 1,269,755,181
Share subscription 923,076,923 1,218,750,000
Shares issued for exploration project
acquisitions 304,064,999(2) 578,318,935
Shares issued on exercise of warrants 92,187,500 476,875,000
Shares issued to settle third party fees 50,000,000(3) (-)
As at end of year 4,913,028,538 3,543,699,116
=============== ==============
Deferred share capital is summarised
below:
As at beginning of the year (1) 998,773,038 998,773,038
As at end of year 998,773,038 998,773,038
============ ============
(1) The Deferred Shares have very limited rights and are effectively
valueless as they have no voting rights and have no rights
as to dividends and only very limited rights on a return of
capital. The Deferred Shares are not admitted to trading or
listed on any stock exchange and are not freely transferable.
(2) The 304,064,999 shares issued during the year were detailed
in the Company's announcements' dated;
a) 12 February 2021 when the Company announced the completion
of its acquisition of 100% of Metrock Resources Pty Ltd and
its interest in the Kanye Manganese Project. The acquisition
consideration included the issue of 234,597,407 ordinary shares
to the vendors of the project (note 12.1);
b) 18 February 2021 when the Company announced the issue of
35,467,592 shares in relation to the acquisition of Virgo Resources
Ltd which completed on 14 August 2020 (note 12.2); and
c) 1 March 2021 when the Company announced the issue of 34,000,000
deferred acquisition shares issued to the vendors of Virgo
Resources Ltd.
(3) On 29 November 2021 the Company issued 50,000,000 shares
relating to a funding facility fee announced on 23 November
2021.
2021 2020
GBP'000 GBP'000
The share premium was as follows:
As at beginning of year 39,125 36,429
Share subscription 1,181 951
Shares issued to settle third party
fees 71 -
Shares issued - Acquisitions 44 -
Share issued - 2020 Acquisitions(1) (1,120) 1,120
Share issue costs (144) (105)
Warrants lapsed - -
Warrants exercised 146 730
Warrants issued - -
As at end of year 39,303 39,125
======== ========
Each fully paid ordinary share carries the right to one vote
at a meeting of the Company. Holders of ordinary shares also
have the right to receive dividends and to participate in
the proceeds from sale of all surplus assets in proportion
to the total shares issued in the event of the Company winding
up.
(1) Share premium on acquisitions during the year to 31 December
2020 have been reclassified to merger reserves during the year.
18. Share-based payments
At the year end, the Company had the following share-based
payment plans involving equity settled share options and warrants
in existence:
Scheme Number Date granted Exercise Maximum Vesting conditions
price term
Vested immediately
Warrants 6,363,636 13/10/2017 1.1p 5 years upon being granted
Expire Vested on 23
Share options 50,000,000 23/08/2018 0.5p on 21/06/28 August 2018
Expire Vested on 31
Share options 37,500,000 23/08/2018 1.0p on 21/06/28 January 2019
Vested immediately
Warrants 12,500,000 5/12/2019 0.14p 3 years upon being granted
Vested immediately
Warrants 80,625,000 26/06/2020 0.16p 2 years upon being granted
Vested immediately
Warrants 10,937,500 26/06/2020 0.08p 2 years upon being granted
Vested on 1
Share options 98,361,250 14/08/2020 0.3p 2 years August 2021
Vested immediately
Warrants 208,125,000 14/09/2020 0.16p 2 years upon being granted
Vested immediately
Warrants 18,750,000 14/09/2020 0.08p 2 years upon being granted
Expire Vested immediately
Share options 110,000,000 06/11/2020 0.425p on 21/06/2028 upon being granted
Expire Vested on 31
Share options 110,000,000 06/11/2020 0.565p on 21/06/2028 March 2021
Vested immediately
Warrants 461,538,462 29/12/2021 0.25p 3 years upon being granted
Vested immediately
Warrants 46,153,846 29/12/2021 0.13p 2 years upon being granted
Expire Vested immediately
Share options 31,800,000 12/02/2021 0.40p on 30/09/2024 upon being granted
The number and weighted average exercise prices of the above
options and warrants are as follows:
31 December 2021 31 December 2020
Weighted Weighted
average average
exercise exercise
Number price Number price
Outstanding at beginning
of year 835,349,886 0.33p 106,363,636 0.79p
Share options issued
(1) 31,800,000 0.40p 318,361,250 0.435p
Lapsed/exercised warrants/options (92,187,500) 0.16p (476,875,000) 1.5p
Warrants issued (2) 507,692,308 0.24p 887,500,000 0.14p
Outstanding at end of
year 1,282,654,694 0.30p 835,349,886 0.33p
============== ==============
(1) Share options issued during the year have been valued using
a Black and Scholes option pricing model using a risk-free rate of
0.06% and a volatility rate of 110%.
(2) 461,538,462 Warrants were issued as free attaching warrants
part of the capital raising and valued using a Black Scholes option
pricing model. 46,153,846 Warrants were issued to brokers and were
valued using a Black and Scholes option pricing model using a
risk-free rate of 0.25% and a volatility rate of 86.86%.
19. Reconciliation of movements in shareholders'
funds
Consolidated Company
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
Total comprehensive
loss for the year (1,098) (1,027) (1,211) (878)
------------- ------------- ------------- -------------
Proceeds from shares
issued 1,056 870 1,056 870
Currency translation
differences on
foreign currency operations - - - -
Share option expense 217 441 217 441
Warrants exercised 147 740 147 740
Warrants issued 102 35 102 35
Shares issued - Acquisitions 761 1,132 761 1,132
Non-controlling interests
on acquisition of subsidiary - 37 - -
Opening shareholders'
funds 7,011 4,783 8,356 6,016
------------- ------------- ------------- -------------
Closing shareholders'
funds 8,196 7,011 9,428 8,356
============= ============= ============= =============
20. Reconciliation of operating loss to net cash outflow from operating
activities
Consolidated Company
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000
Operating loss from
all operations (948) (1,038) (832) (879)
Share options 160 380 160 380
Shares issued - Legal
fees 72 - 72 -
Foreign exchange
gain (6) 5 (6) 5
(Increase)/decrease
in receivables (20) 37 (10) 42
Increase in payables (95) 40 109 45
Net cash outflow
from operating activities (837) (576) (507) (407)
============= ============= ============= =============
21. Proceeds from the issuance of ordinary shares
Consolidated Company
Year Year ended Year Year ended
ended 31 December ended 31 December
31 December 2020 31 December 2020
2021 2021
GBP'000 GBP'000 GBP'000 GBP'000
Share capital and premium
at end of year (note 17) 41,379 41,174 41,379 41,174
Shares issued - Legal fees (72) - (72) -
Share issued on acquisition
on subsidiaries 1,070 (1,132) 1,070 (1,132)
Share issue costs 144 34 144 34
Share capital and premium
at beginning of year (41,174) (38,432) (41,174) (38,432)
1,347 1,644 1,347 1,644
============= ============= ============= =============
22. Related party transactions
(a) Parent entity
The parent entity within the Group is Bezant Resources Plc.
(b) Subsidiaries
Interests in subsidiaries are set out in note 11.
(c) Associates
Interests in associates are set out in note 11.
(d) Transactions with related parties
The following table provides details of remuneration and fees to related parties during the
year and outstanding balances at the year-end date:
31 December 2021 31 December 2020
Paid Due by at Paid Due by at
in year-end in year-end
the date the date
year year
GBP'000 GBP'000 GBP'000 GBP'000
Colin Bird 85 80 146 68
Laurence Read 29 30 45 59
Metallurgical Management Services Pty. Ltd 29 - 49 7
R Siapno 20 - 30 2
R. Samtani 71 - 78 -
E. Slowey 73 - 78 -
281* 110 426 136
======== ========== ======== ==========
* The above amounts represent directors' fees inclusive of share
options awarded during 2020 and expensed during 2021 and are
included in directors' remuneration per note 8.
An amount of GBP15,000 was incurred during 2021 (2020:
GBP15,000) to Lion Mining Finance Limited, a company controlled by
C. Bird, for administration services and use of an office as well
as a deposit of GBP2,500 which is included in trade and other
receivables.
Related parties
Mowbrai Limited is a consultancy company controlled by former director Mr Laurence Read. Metallurgical
Management Services Pty. Ltd is a consultancy company controlled by the director Dr. Evan
Kirby.
23. Commitments
Non-cancellable lease rentals payable as follows :
2021 2020
GBP'000 GBP'000
Less than one year - -
Between two and five years - -
------------- -------------
- -
============= =============
Payments represent rentals payable by the Company for administration
services and office occupancy.
24. Control
Bezant Resources Plc is listed on the AIM market of the London
Stock Exchange and not under the control of any one party.
25. Subsequent events
1. Issue of shares for fees. On 6 January 2022 the Company announced
as approved by shareholders at the General Meeting on 29 December
2021 it intended to settle outstanding remuneration owed to a
director of the Company, Colin Bird, amounting to GBP80,000 and
fees of GBP50,000 owed 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") by the issue 100,000,000 ordinary
shares of 0.002p each ("Ordinary Shares") (the "Accrued Fee Shares")
and 50,000,000 warrants over Ordinary Shares exercisable at 0.25
pence per Ordinary Share valid until 4 November 2024 ("Accrued
Fee Warrants") in accordance with the table below:
Period of Accrued Accrued
Person Accrued Fees Accrued Fees Fee Shares Fee Warrants
------------------------- ---------------- ------------- ----------- -------------
Colin Bird Aug 19 - Sep 21 GBP80,000 61,538,462 30,769,231
------------------------- ---------------- ------------- ----------- -------------
Quantum Capital and
Consulting Ltd (Michael Dec 19 - June
Allardice) 20 GBP50,000 38,461,538 19,230,769
------------------------- ---------------- ------------- ----------- -------------
2. Exercise of warrants . On 12 May 2022 the Company announced
the exercise of 11,875,000 warrants at a price on 0.16p per share
for GBP19,000.
3. Impairment. In light of technical and regulatory issues
related to the Kalengwa project the Company has with the agreement
of its partners agreed to pause work on this project pending
resolution of these issues and accordingly has decided with
effect from 31 December 2021 to make a full provision against
its investment in the Kalengwa project.
4. Drawdown under Loan Facility: On 30 June 2022 the Company
further to its announcement of 23 November 2021 confirms that
it ha d issued two drawdown notices of GBP350,000 each ("Tranche
1" and "Tranche 2") for a total amount of GBP700,000 (the "Drawdowns")
under its GBP1,000,000 unsecured convertible loan funding facility
with Sanderson Capital Partners Ltd (the " Lender"), a long-term
shareholder in the Company (the " Facility "). The amount drawdown
is repayable in 12 months and convertible by the Lender at
the fixed prices; GBP350,000, at 0.19 pence per share and GBP350,000
at 0.225 pence per share. The Company can use the Facility,
at its discretion, to fund the working capital requirements
of the Company and its subsidiaries as determined by the Company
and proposes to use the funds in the first instance to advance
exploration and its mining licence application in Namibia,
exploration at its Kanye Manganese project in Botswana and
the general working capital requirements of the group.
Under the terms of the Facility the Lender is due;
i) a drawdown fee of GBP14,000 being 2% of the amount drawdown
which will be settled by the issue of 12,522,361 new ordinary
shares of GBP0.00002 each ("Shares") credited as fully paid
at 0.1118 pence per share being the five-day VWAP on 28 June
2022 (the "Drawdown Fee Shares"); and
ii) GBP350,000 of three year warrants over Shares (the "Warrants").
The exercise price for the Warrants are as follows:
* GBP175,000 at 0.25 pence per share for the drawdown
of Tranche 1; and
* GBP175,000 at 0.30 pence per share for the drawdown
of Tranche 2.
Other that these matters, no significant events have occurred
subsequent to the reporting date that would have a material
impact on the consolidated financial statements.
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END
FR BRGDLXGXDGDG
(END) Dow Jones Newswires
June 30, 2022 13:09 ET (17:09 GMT)
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