28 June 2024
Bezant Resources
Plc
("Bezant" or the
"Company")
Final Results for period to
31 December 2023
Bezant Resources plc ("Bezant" or
the "Company"), the exploration and resource development company
with projects located in Namibia, Botswana, Zambia and Argentina
and an investment in a project in the Philippines
reports its audited full year results for the
year ended 31 December 2023.
The Annual Report and Financial
Statements for the year ended 31 December 2023 are 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 2023, but
is derived from those financial statements, approved by the board
of directors. The auditors' report on the 2023 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 2022 contain
a 'material uncertainty' paragraph relating to going concern.
The full audited financial statements for the year ended 31
December 2023 will be delivered to the Registrar of Companies and
filed at Companies House.
The information contained within this announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK Domestic Law pursuant to the Market Abuse (Amendment) (EU Exit)
regulations (SI 2019/310).
Bezant Resources
Plc
Colin Bird Executive
Chairman
|
|
Beaumont Cornish (Nominated
Adviser)
Roland Cornish / Asia Szusciak
|
+44 (0) 20 7628 3396
|
Novum Securities Limited (Joint
Broker)
Jon Belliss
|
+44 (0) 20 7399 9400
|
Shard Capital Partners LLP (Joint
Broker)
Damon Heath
|
+44 (0) 20 7186 9952
|
or visit http://www.bezantresources.com
Beaumont Cornish Limited ("Beaumont Cornish") is the
Company's Nominated Adviser and is authorised and regulated by the
FCA. Beaumont Cornish's responsibilities as the Company's Nominated
Adviser, including a responsibility to advise and guide the Company
on its responsibilities under the AIM Rules for Companies and AIM
Rules for Nominated Advisers, are owed solely to the London Stock
Exchange. Beaumont Cornish is not acting for and will not be
responsible to any other persons for providing protections afforded
to customers of Beaumont Cornish nor for advising them in relation
to the proposed arrangements described in this announcement or any
matter referred to in it.
Chairman's
Statement
Dear Shareholder,
The year under review has seen our
portfolio projects advance despite the adverse operating conditions
for emerging mining and exploration companies. The war in
Ukraine has continued and another conflict has emerged in the
Middle East, following the October the 7th Hamas attack
on Israel.
The financial world during the
period saw interest rates rising with a view to preventing rampant
inflation, which was evident globally. Whilst most developed
economies have seen the effects of interest rates lowering
inflation, in most cases the 2-3% inflation level has not been
met. In particular, the United States of America,
remains concerned about inflation and expected interest rate
decreases have not occurred and even though remote the spectre of
further increases is not out of the question.
Against the aforementioned the
world is viewed by investors as a very uncertain place to be, which
by default makes investors risk averse and
fearful.
In contrast many developed
countries stock markets are at an all-time high and the returns on
deposits are very acceptable compared to the last 15 years.
High deposit interest rates and buoyant senior stock market levels
do very little for the smaller company world and the resource
smaller companies have suffered to an extent not witnessed by
myself in my entire public company career.
Recently, we began to see
potential for smaller company correction. Firstly, by the
increase in the copper price and secondly, by the M&A activity
in the large-scale mining arena. The Board feel that it is
just a matter of time for the investment world to wake up to the
reality that copper is today's oil and that the supply side is
severely threatened by a lack of investment, which will inevitably
result in strong M&A activity in the smaller resource company
sector. Our portfolio is copper dominated and as such is well
positioned to enjoy any benefits that would accrue from such
M&A activity.
The Hope and Gorob [1] project in particular, is well positioned with a
total Mineral resource of some 15 million tonnes (gross)_at a grade
of 1.2% Cu with total gold to be assessed with further
drilling. Previous gold values ranged in the 0.2-0.4
g/t. The area between Hope and Gorob is some 17km in extent
and it is our opinion that the potential for mineralisation exists
along the entire extent. We are fortunate in that we have
multiple boreholes, which were targeted at +150m depth in the
misguided belief that any ore above 150m will be oxide and
therefore untreatable in the 1970s. Our drilling suggests that the
deposit is almost entirely sulphide to surface, thus providing the
opportunity for a homogeneous ore that can be processed a single
type plant.
During the period under review in
Namibia we have performed more drilling with a view to maximising
the open pit potential and starting a mine consisting of multiple
open pits, feeding a common plant. We have considered
ore-sorting as a means of upgrading the ore for treatment at nearby
plants and our test work suggests that the ore is very suitable for
this route. We have also submitted an application for a
mining licence and await the decision of the ministry in this
regard. The Namibian authorities have a rigorous process for
reviewing mining applications regardless of the size of the
proposed mining operations and the
Company's management have engaged
with and met with senior officials at the Ministry of Mines and
Energy on several occasions to provide the information requested
and present the Company's plans as part of the ongoing application
review process and in anticipation of the issue of the mining
licence the Company has been conducting various technical and other
studies,
Additionally, we have had multiple
discussions with financiers and feel confident that we are able to
procure the finance to commence mining at an annualised rate of
some 8,000 t/a, of copper whilst we continue to explore the entire
strike length with a view to identifying world-class copper/gold
resource.
In Botswana the Kanye battery
manganese Project was subjected to further metallurgical test work
the results of which demonstrated high sulphuric acid leaching
potential. The test work showed fast leach kinetics with
manganese recoveries after 1 hour as high as 90.7%. Overall,
the Kanye project has the potential to be viable with the task now
being to develop sufficient resources to justify the building of a
dedicated plant. We intend in the latter part of this year to
commit a drilling programme to further define the extent and grade
of additional ore.
At the time of writing, we have
22.96% interest in IDM International Limited ("IDM") (see note 11.1) the holding
company for the Mankayan Project in the Philippines. This
project without a doubt is one of the most advance projects
containing some 2.8 million tonnes of Cu and 9.7million oz of gold
with 21 million oz of silver. Since the granting of the
25-year mining licence, the controlling shareholder, IDM has made
significant progress with the community and ongoing technical
evaluation.
The increasing copper price
together with a resilient gold price makes this project one of the
most advanced and compelling projects globally. The original
arrangement with IDM was to monetise this project in the mid- to
long term and the technical potential together with improving
country amenability to mining makes the outcome of monetisation
likely in the short to mid-term future.
We continued to maintain the
Eureka licence in Argentina but are becoming increasingly sensitive
to negative political pressures surrounding the mining business and
business in general in Argentina. There is increasing
evidence of political unrest and in such an environment it is
difficult to prove and develop mines. Accordingly, we have
reluctantly made an impairment provision (note 5) against this
project since our main focus is on southern Africa where we feel
confident to spend shareholders money against normal technical
risks and not expose shareholders to undue political
risk.
On the 10th of June
2024, as a post balance sheet event, we announced a collaborative
agreement with PCB Mining Limited ("PCB") a Zambian company in relation to
its small-scale exploration licence 24988-HQ-LEL in Zambia
("PCB Project"). This
agreement allows for Bezant to carry out a review and development
plan for the entire licence area, and assist PCB in obtaining
finance for a restart and the appointment of a mine contractor to
earn a 15% interest in the PCB Project. Should Bezant so
wish, it could match any terms provided by a mining contractor to
attain an overall 40% interest, inclusive of the aforementioned
15%.
The PCB Project licence area is
considered to have excellent potential as evidenced by significant
artisanal mining and additionally we have identified a 6m wide vein
whose continuity exists has been identified, but the extent is yet
to be determined. In essence, the overall, gold potential of the
area is high and warrants further investigation with the potential
for a small-scale gold mine in the interim.
I would like to thank my fellow
directors and colleagues for their hard work, dedication and
original thinking as it has been a particularly difficult year for
the Company and the junior listed mining sector. I look
forward to improving financial operating conditions for our sector
and remain convinced that the underlying fundamentals for base
metals will eventually create the environment where small miners
will prosper for the benefit of their shareholders.
Yours sincerely,
Mr
Colin Bird
Executive Chairman
27 June 2024
Board of directors
For
the year ended 31 December 2023
Mr Colin Bird (Executive Chairman)
(Appointed 2 March 2018)
Experience and Expertise
Executive Chairman Colin is a
chartered mining engineer and a Fellow of the Institute of
Materials, Minerals and Mining with more than 40 years' experience
in resource operations management, corporate management, and
finance. Colin has 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 which closed in January 2010.
Other current directorships
Includes African Pioneer
Plc, Kendrick Resources Plc, Bird Leisure and Admin (Pty)
Ltd, Galileo Resources Plc, Galileo Resources South Africa (Pty)
Ltd, Glenover Phosphate (Pty) Ltd, Holyrood Platinum (Pty) Ltd,
Lion Mining Finance Ltd , Mitte Resources Investment
Ltd, New Age Metals Inc, Revelo Resources
Corp, Sandown Holdings, Shamrock Holdings Inc, Tiger Resource
Finance Plc, Umhlanga Lighthouse Café CC, Virgo Business
Solutions (Pty) Ltd, Xtract Resources Plc, Camel Valley Holdings
Inc, Crocus-Serv Resources (Pty) Ltd, Africibum (Pty) Ltd,
Enviro Zambia Ltd, and Eureka Mine International Ltd.
Former directorships in the last 5 years
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, Kabwe
Operations Mauritius, Maude Mining & Exploration (Pty) Ltd,
NewPlats (Tjate) (Pty) Ltd, Newmarket Holdings, Tjate Platinum
Corporation (Pty) Ltd, Windsor Platinum Investments (Pty) Ltd,
Windsor SA Pty Ltd, 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, Sovereign
Energy Plc, Thos Begbie Holdings (Pty) Ltd, Mistral Resource
Development Corporation ltd, Galileo Resources South Africa (Pty)
Ltd and Holyrood Platinum (Pty) Ltd.
Special responsibilities
Executive Chairman of the Board
& Remuneration Committee and member of the Audit
Committee.
Interests in shares and options
480,000,655 ordinary shares in the
capital of the Company.
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.
60,000,000 warrants expiring on 18
December 2026 which give the right to subscribe for ordinary shares
at a price of 0.06p per share.
Interests in shares and options (continued)
The following options over
ordinary shares in the Company which all expire 21 June
2028
12,500,000 at an exercise price of
1 pence.
15,000,000 at an exercise price of
0.5 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.
40,000,000 at an exercise price of
0.08 pence per share **
40,000,000 at an exercise price of
0.06 pence per share **
** Not yet vested. Will vest
upon a material corporate event as
determined by the remuneration committee (Corporate Event) but
would include a change of control, sale of a project, granting of a
mining licence of the Group's Hope and Gorob project in Namibia,
obtaining of financing for the proposed mine at Hope and Gorob and
similar events
Dr. Evan Kirby (Non-Executive Director)
(Appointed 4 December 2008)
Experience and Expertise
Dr Kirby, 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
Non-executive director of Europa
Metals Ltd (listed on AIM and AltX of the JSE) and Kendrick
Resources Plc (listed on LSE), and Director of private companies,
Metallurgical Management Services Pty Ltd
Former directorships in the last 5 years
Technical director of Jubilee
Metals Group PLC (Aim traded), Balama Resources Pty Ltd (Private
Company, formerly ASX listed New Energy Minerals Limited and
originally Mustang Resources Limited).
Special responsibilities
Chairman of the Audit Committee
and member of the Remuneration Committee.
Interests in shares and options
44,376,729 fully paid ordinary
shares in Bezant Resources Plc.
The following options over
ordinary shares in the Company which all expire 21 June
2028
2,500,000 at an exercise price of
1 pence.
5,000,000 at an exercise price of
0.5 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.
10,000,000 at an exercise price of
0.08 pence per share **
10,000,000 at an exercise price of
0.06 pence per share **
** Not yet vested. Will
vest upon a material corporate event as
determined by the remuneration committee (Corporate Event) but
would include a change of control, sale of a project, granting of a
mining licence of the Group's Hope and Gorob project in Namibia,
obtaining of financing for the proposed mine at Hope and Gorob and
similar events
Mr Ronnie Siapno (Non-Executive Director)
(Appointed 25 October 2007)
Experience and Expertise
Mr Siapno, 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
Member of the 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 the Company which all expire 21 June
2028
5,000,000 at an exercise price of
1 pence per share.
7,500,000 at an exercise
price of 0.5 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 (Finance Director)
(appointed 26 October 2020)
Experience and Expertise
Mr. Samtani is an Associate
Chartered Management Accountant and also currently Finance Director
of AIM traded Tiger Royalties and Investments Plc and standard
listed African Pioneer Plc. Mr. Samtani's previous experience
includes being one of the founder shareholders 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 ("WTS"), where he was appointed by the Virgin Group to
oversee their investment in WTS. During the course of his career,
Raju has been involved in senior managerial positions for several
AIM/Johannesburg Stock Exchange listed companies predominantly in
the natural resource sector and has also had roles in FCA
compliance work in the investment business sector.
Other current directorships
Myning Ventures Ltd
Former directorships in the last 5 years
None
Special responsibilities
Mr. Samtani is the Company's
Finance Director and member of the Audit Committee.
Interests in shares and options
200,611,078 fully paid ordinary
shares in Bezant Resources Plc.
48,000,000 warrants expiring on 18
December 2026 which give the right to subscribe for ordinary shares
at a price of 0.06p 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.
12,500,000 at an exercise price of
0.08 pence per share **
12,500,000 at an exercise price of
0.06 pence per share **
** Not yet vested. Will vest
upon a material corporate event as
determined by the remuneration committee (Corporate Event) but
would include a change of control, sale of a project, granting of a
mining licence of the Group's Hope and Gorob project in Namibia,
obtaining of financing for the proposed mine at Hope and Gorob and
similar events
Mr Edward Slowey (Technical Director)
(appointed 26 October 2020)
Experience and Expertise
Mr. Slowey 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
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
44,625,000 fully paid ordinary
shares in Bezant Resources Plc.
The following options over ordinary
shares 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.
22,500,000 at an exercise price of
0.08 pence per share **
22,500,000 at an exercise price of
0.06 pence per share **
** Not yet vested. Will
vest upon a material corporate event as
determined by the remuneration committee (Corporate Event) but
would include a change of control, sale of a project, granting of a
mining licence of the Group's Hope and Gorob project in Namibia,
obtaining of financing for the proposed mine at Hope and Gorob and
similar events
Strategic report
For
the year ended 31 December 2023
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 2023 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, and
completing a joint venture transaction or exploring its Argentina
project and its investment in the Philippines but will also
consider other opportunities consistent with its copper and gold
focus in Southern Africa.
Principal risks and uncertainties facing the
Company
The principal risks and
uncertainties facing the Company are disclosed in the Directors'
report on pages 21 to 23.
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
exploration activity as detailed in note 12.1 to increase 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 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 key stakeholder
groups
|
Why is it important to engage
this group of stakeholders
|
How did Bezant engage with
the stakeholder group
|
What resulted from the
engagement
|
Equity investors
All significant shareholders that
own more than 3 per cent. of the Company's shares are listed in the
Directors' Report.
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. As such, existing equity investors and potential
investment partners are important stakeholders.
|
As an exploration company without a
revenue generating project access to capital is of vital importance
to the long-term success of our business to be able to continue
developing exploration projects and cover corporate
overheads.
Through our engagement activities,
we strive to obtain investor buy-in into our strategic
objectives.
We are seeking to promote an
investor base that is interested in a long term holding in the
Company and will support the Company in achieving its strategic
objectives.
|
The key mechanisms of engagement
include
• The AGM and Annual and Interim
Reports.
• Investor roadshows and
presentations.
• Access to the Company's brokers
and advisers
• Regular news and project
updates.
|
The Company engaged with investors
on topics of strategy, governance, project updates and
performance.
Please see "Relationship with
shareholders" section of the Corporate governance report which
starts on page 26.
|
Employees
The Company has one part-time
employee and at the year-end had five directors 4 of whom are
resident outside the U.K. with one resident in the U.K.
|
The number of and location of
future employees will be dependent upon the development of its
exploration projects which at the date of this report are situated
in Namibia ,Botswana, Zambia and
Argentina and the Company has an equity investment in a project in
the Philippines The Directors consider
workforce issues holistically for the Group as a whole and the
Company's long-term success in developing its exploration projects
will be predicated on the development of a local workforce in the
countries of its exploration projects. (see the principal risk and
uncertainty starting on page 21).
|
• The Company maintained an open
line of communication between its, professional service providers
and Board of Directors.
• The Executive Chairman reported
regularly to the Board, including the provision of board
information.
• There is a formalised director
induction into the Company's corporate governance policies and
procedures.
|
The Board met to discuss long term
remuneration strategy.
Board reporting has been optimised
to include sections on engagement with local communities and
prospects for future employment.
Directors trained in aspects of
corporate policies and procedures to engender positive corporate
culture aligned with the Company code of conduct.
Meetings were held with directors
to provide project updates and ongoing business
objectives.
|
Governmental bodies
The Group is impacted by national,
regional and local governmental organisations in the UK where it is
incorporated and in countries in which it has interests in
exploration projects or investments which includes, Namibia,
,Botswana, Zambia, Philippines and Argentina
|
The Group will only be able to
develop its exploration projects once it receives relevant licences
and permits from local governments to explore, mine and undertake
mineral processing.
|
The Group maintained its good
relations with the respective government bodies and frequently
communicates progress.
• The Group engages with the
relevant departments of the relevant government in order to
progress the operational licences it will require
• The Group engages local
in-country experts to advise it on regulatory matters.
|
The Group has given general
corporate presentations to senior federal government
officials.
To date, the Group has received its
requisite environmental and land use permits to enable its
exploration activities.
|
Community
The local community at the
Company's exploration projects in Namibia, ,Botswana, Zambia and
Argentina and the surrounding area.
|
The community provides social
licence to operate.
We need to engage with the local
community to build trust. Having the community's trust will mean it
is more likely that any fears the community has can be assuaged and
our plans and strategies are more likely to be accepted. Community
engagement will inform better decision making.
The Company will in due course have
a social and economic impact on the local community and surrounding
area. The Company is committed to ensuring sustainable growth
minimising adverse impacts. The Company will engage these
stakeholders as appropriate.
|
• The Company identifies key
stakeholders within the local community based on work programs
within the reporting period.
• Bezant's modus operandi is to
have open dialogue with the local government and community leaders
regarding project development.
• The Company has existing CSR
policies and management structure at corporate level. The Company
will expand on these policies and structures at a local project
level as the Company moves into further exploration activities and
ultimately into construction and then production.
|
The Company has systems in place to
engage with the local community as part its sustainability
initiatives.
Stakeholder identification enables
the Company to identify representatives of stakeholder groups and
community groups to engage with as it develops its
projects.
|
Professional service providers
During the exploration phase, we
will be using key professional service providers who provide
drilling, geochemical, geological analysis, assaying and other
services under commercial contracts.
At a local level, we also partner
with a variety smaller companies/providers, some of whom are
independent, or family run businesses.
|
Our professional service providers
are fundamental to ensuring that the Company can complete projects
on time and budget.
Using quality professional service
providers ensures that as a business we meet the high standards of
performance that we expect of ourselves and those we work
with.
|
• The Company continues to work
closely with professional service providers to meet
deliverables.
• One on one meetings and regular
project and work assignment updates with professional service
providers.
|
The use of third-party exploration
services for analysis and field operations as required rather than
the Company maintaining its own full time in-house exploration
department and conducting its own exploration activities in
multiple countries with an in-house team provides very significant
cost savings to the Company whilst enabling the Company to
diversify its project and jurisdiction 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 16.
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
27 June 2024
Directors' report
For
the year ended 31 December 2023
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
2023.
The principal activity, review of
the business and future development disclosures are contained in
the Chairman's Statement on page 4
and the Strategic Report on page
12.
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 2023.
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 as at the date of this report are as
follows:
|
Ordinary
shares
of
0.002p
each
|
Percentage of issued share capital
|
C. Bird
|
480,000,655
|
4.22%
|
E. Kirby
|
44,376,729
|
0.39%
|
R. Siapno
|
1,333,334
|
0.01%
|
R Samtani
|
200,611,078
|
1.76%
|
E Slowey
|
44,625,000
|
0.39%
|
Directors' Warrants
The following warrants have been
issued to Colin Bird and Raju Samtani.
Colin Bird:
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; and
60,000,000 warrants expiring on 18
December 2026 which give the right to subscribe for ordinary shares
at a price of 0.06p per share.
Raju Samtani:
48,000,000 warrants expiring on 18
December 2026 which give the right to subscribe for ordinary shares
at a price of 0.06p per share.
Directors' Share Options
The Company on 23 August 2018, 10
November 2020 and 15 March 2024 has announced the issue of options
over ordinary shares of 0.002p each in the capital of the Company
("Ordinary Shares")
pursuant to the Executive Share Option Scheme approved at the
Company's Annual General Meeting held on 22 June 2018
("2018 AGM") (the "Options"). The Options expire on 21
June 2028 being the ten year anniversary of the 2018 AGM. Of
the 727,500,000 Options awarded, 375,500,000 were awarded to the
current directors of the Company as detailed in the table
below.
Directors' Options
Options in Millions
|
Exercise price
|
Millions
|
|
Directors
|
0.06
pence
|
0.08
pence
|
0.425
pence
|
0.565
pence
|
0.5
pence
|
1
pence
|
Total
No. of Options
|
|
Colin Bird
|
40.0**
|
40.0**
|
24.0
|
24.0
|
15.0
|
12.5
|
155.5
|
|
Raju Samtani
|
12.5**
|
12.5 **
|
20.0
|
20.0
|
-
|
-
|
65.0
|
|
Edward Patrick Slowey
|
22.5**
|
22.5**
|
20.0
|
20.0
|
-
|
-
|
85.0
|
|
Dr. Evan Kirby
|
10.0**
|
10.0**
|
10.0
|
10.0
|
5.0
|
2.5
|
47.5
|
|
Ronnie Siapno
|
-
|
-
|
5.0
|
5.0
|
7.5
|
5.0
|
22.5
|
|
Total Directors
|
85.0
|
85.0
|
79.0
|
79.0
|
27.5
|
20.0
|
375.5
|
|
|
|
|
|
|
|
|
|
| |
** Not yet vested. Will vest
upon a material corporate event as
determined by the remuneration committee (Corporate Event) but
would include a change of control, sale of a project, granting of a
mining licence of the Group's Hope and Gorob project in Namibia,
obtaining of financing for the proposed mine at Hope and Gorob and
similar events
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 2023 were £40,000, the other Directors are entitled
to receive between £12,500 and £19,000 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 2023 and 2022 was as
follows:
|
2023
|
|
Directors' Fees
|
Salary
and Consulting Fees
|
Total
cash paid year ended
|
Share
based payment - share options
|
Total
cash and share based
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
C. Bird
|
12,000
|
48,000
|
60,000
|
-
|
60,000
|
E. Kirby
|
14,481
|
-
|
14,481
|
-
|
14,481
|
R. Siapno
|
12,000
|
-
|
12,000
|
-
|
12,000
|
R. Samtani
|
40,000
|
-
|
40,000
|
-
|
40,000
|
E. Slowey
|
18,000
|
14,400
|
32,400
|
-
|
32,400
|
|
|
|
|
|
|
Total
|
96,481
|
62,400
|
158,881
|
-
|
158,881
|
|
2022
|
|
Directors' Fees
|
Salary
and Consulting Fees
|
Total
cash paid year ended
|
Share
based payment - share options
|
Total
cash and share based
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
C. Bird
|
12,000
|
48,000
|
60,000
|
17,969(1)
|
77,969
|
E. Kirby
|
14,484
|
-
|
14,484
|
-
|
14,484
|
R. Siapno
|
12,000
|
-
|
12,000
|
-
|
12,000
|
R. Samtani
|
40,000
|
-
|
40,000
|
-
|
40,000
|
E. Slowey
|
18,000
|
19,650
|
37,650
|
-
|
37,650
|
|
|
|
|
|
|
Total
|
96,484
|
67,650
|
164,134
|
17,969
|
182,103
|
(1) Includes the issue on 6
January 2022 of 30,769,231 Warrants over ordinary
shares exercisable at 0.25 pence per ordinary shares valid until 4
November 2024 as part settlement of outstanding fees of £
80,000 which were valued at $17,969 using a Black and
Scholes option pricing model using a risk-free rate of 0.25% and a
volatility rate of 86.86%.
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 (£273,142) 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.
An amount of £15,250 was paid
during 2023 (2022: £15,000) to Lion Mining Finance Limited, a
company controlled by C. Bird, for administration services and use
of an office.
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,
Namibia, Botswana and Argentina and has an equity investment in a
project in the Philippines.
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 21 June 2024 of those shareholders with a 3% and above equity holding in the
Company based on the Company having 11,380,918,869 ordinary shares in
issue on 21 June 2024 ("21 June
2024 Shares in Issue").
Shareholders per share
register
|
Number
of ordinary shares
|
Percentage of
Share
Capital
|
JIM Nominees Limited
|
1,436,928,917
|
12.63%
|
The Bank Of New York
(Nominees)
|
802,931,210
|
7.06%
|
Hargreaves Lansdown
(Nominees)
|
765,551,283
|
6.73%
|
Morgan Stanley Client
Securities
|
548,716,257
|
4.82%
|
Barclays Direct Investing
Nominees
|
535,978,846
|
4.71%
|
Vidacos Nominees
Limited
|
532,705,578
|
4.68%
|
Hargreaves Lansdown
(Nominees)
|
530,224,070
|
4.66%
|
Interactive Investor
Services
|
524,288,405
|
4.61%
|
Interactive Investor
Services
|
458,409,157
|
4.03%
|
Hargreaves Lansdown
(Nominees)
|
440,988,906
|
3.87%
|
Morgan Stanley Client
Securities
|
437,500,000
|
3.84%
|
GHC Nominees Limited
|
358,768,882
|
3.15%
|
Vidacos Nominees
Limited
|
348,777,328
|
3.06%
|
|
7,721,768,839
|
67.85%
|
On 19 December 2023 Christian
Cordier submitted a TR-1 notification to the Company that he has an
indirect interest in 630,406,504 ordinary shares in relation to the
following shareholdings Tonehill Pty Ltd acting for the ("aft") The
Tonehill Trust 207,205,492 shares, Coreks Super Pty Ltd aft Coreks
Superannuation Fund 151,163,350 shares and Breamline Pty Ltd aft
Breamline Ministries 272,037,662 shares. Mr Cordier's interest
represented 5.54% at the date of issue of the TR-1 and based on the
11,380,918,869 shares in issue on 21 June 2024.
On 5 March 2024 the Company
announced that Sanderson Capital Partners Ltd had confirmed that
they and associates as at that date were interested in
761,469,231 shares which
representing 6.69% of the Company's issued share
capital.
Political and charitable contributions
There were no political or
charitable contributions made by the Group during the year ended
31 December 2023 (2022: 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. The Group does not currently have any mining
operations.
The Group seeks to mitigate these
risks in relation to exploration and mine planning activities by
using the geological and mining expertise of Board members to
oversee and plan exploration and mine planning activities and by
engaging the services of reputable external geologists, mine
engineering and other experts with appropriate skills and
experience to provide exploration and mine planning services for
the Group.
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.
Licensing and title risk
Governmental approvals, licences
and permits are, as a practical matter, subject to the discretion
of the applicable governments or government offices. The Group must
generally and specifically in relation to future projects comply
with known standards, existing laws and regulations that may entail
greater or lesser costs and delays depending on the nature of the
activity to be permitted and the interpretation of the laws and
regulations by the permitting authorities. New laws and
regulations, amendments to existing laws and regulations, or more
stringent enforcement could have a material adverse impact on the
Group's result of operations and financial condition. The Group's
exploration activities are dependent upon the grant of appropriate
licences, concessions, leases, permits and regulatory consents
which may be withdrawn or made subject to limitation.
There is a risk that negotiations
with the relevant government in relation to the renewal or
extension of a licence may not result in the renewal or grant
taking effect prior to the expiry of the previous licence and there
can be no assurance as to the terms of any extension, renewal or
grant. This is a risk that all resource companies are subject to,
particularly when their assets are in emerging markets. The Group
continually seeks to do everything within its control to ensure
that the terms of each licence are met and adhered to.
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 and Argentina and an
equity investment in a project in the Philippines
held via an Australian company make it subject to
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 but seeks to mitigate this risk by
converting funds from Pounds Sterling to other currencies when
making material commitments in other currencies.
Copper-gold price volatility
The Group's operations and any
future revenue is significantly affected by changes in realisable
copper-gold prices. The price of copper-gold is denominated in US$
and 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 US$ 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 Namibia, Botswana and Argentina and it
has an equity investment in a project in the Philippines
held via an Australian company and mineral
exploration and mining activities may be affected
to varying degrees by political stability and
government regulations relating to the mining industry. During the
period an impairment provision was made against the Group's Eureka
project in Argentina as there is increasing evidence of political
unrest in Argentina and in such an environment it is difficult to
prove and develop mines.
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.
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 2023
after tax of £6,106,000 after a fair value adjustment loss of
£110,000 (see note 11) and an impairment provision of £ 4,774,000
(note 5) (2022 - profit of £1,436,000 but excluding a fair value
adjustment gain of £2,133,000 the loss from all operations for 2022
after tax was £697,000). The Group had negative
cash flows from operations and is currently not
generating revenues. Cash and cash equivalents were £560,000 as at
31 December 2023. On 5 March 2024 the Company announced that the
repayment date for the £700,000 drawdown under the Sanderson
Capital Facility Agreement had been extended to 31 July 2025.
An operating loss is expected in the year subsequent to the date of
these accounts and 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.
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.
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.
Impact Of War in Ukraine
The Directors are aware of the war
in Ukraine and related sanctions and there is no direct 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. An indirect impact of the conflict in Ukraine is the
effect that the conflict and sanctions have had on energy and other
prices as many countries are now experiencing inflation rates not
experienced for several years and this may have an effect on the
Company's costs. The Company seeks to mitigate this risk by
obtaining quotes for and agreeing on material expenditure
commitments in advance of engaging services so costs are known in
advance but is not in a position to reduce inflation.
Going Concern
As disclosed in Note 1.1 to the
accounts and the Corporate Governance Statement, 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
Post Balance Sheet events
Subsequent events are disclosed in
note 25 to the Accounts and summarised below:
On 5 March 2024 the Company
announced that by an agreement dated 4
March 2024 it had agreed with Sanderson Capital Partners Limited
("Sanderson Capital" or the
"Lender") to extend the
repayment date for the £700,000 drawn down under the unsecured
convertible loan funding facility entered into with Sanderson
Capital on 22 November 2021 (the "Facility") (the "Agreement") to 31 July 2025 and that
the £700,000 drawn down is now convertible by the Lender at the
fixed price of 0.06 pence per share (the "New Conversion Price").
On 15 March 2024 the Company
announced that, in aggregate, 447.5
million options over ordinary shares of 0.002 pence each in the
capital of the Company ("Ordinary
Shares") have been 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 447,500,000 Options,
170,000,000 have been awarded to directors of the Company,
125,000,000 to non-director PDMRs and the balance of 152,500,000,
to other eligible participants. 223,750,000 Options have an exercise price of 0.06 pence per
Ordinary Share and the balance of 223,750,000 Options have an
exercise price of 0.08 pence per Ordinary Share.
The last award of Options by the
Company was in November 2020 ("November 2020 Award"). Options awarded
to existing option holders will vest upon a material corporate
event as determined by the remuneration committee ("Corporate Event") but would include a
change of control, sale of a project, granting of a mining licence
at the Company's Hope and Gorob project in Namibia, obtaining of
financing for the proposed mine at Hope and Gorob and similar
events. The Options awarded to persons who do not already
have options and who did not participate in the November 2020 Award
have vested immediately.
PCB Mining exclusive collaboration
agreement
As announced on 10 June 2024 On 7
June 2024 Bezant entered into an exclusive
collaboration agreement with PCB Mining Limited ("PCB Mining") in relation to its small
scale exploration licence 24988-HQ-LEL in Zambia ("PCB Licence"). Bezant will earn a 15%
interest in the PCB Licence / PCB Mining by providing a project
restart plan for PCB Mining and assisting PCB Mining in obtaining
financing for the project restart. The key commercial terms are
summarised in Note 25 and the original
announcement.:
Relations with Shareholders
The Company plan to hold an Annual
General Meeting in late July or August 2024 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
27 June 2024
Corporate governance
For
the year ended 31 December 2023
As an AIM-traded 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 adopt the QCA Corporate Governance
Code (2018) (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 QCA code was updated in 2023
and applies to companies with financial years beginning on or after
1st April 2024. The company will report against the new
QCA code in 2025.
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 notwithstanding the period they have been in office
given they do not have significant shareholdings in the Company.
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 and 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 above and start on page
7 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 two copper-gold
projects, in Namibia and Argentina and has
an equity investment in a copper - gold project in the
Philippines an interest in 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. The Company has participated in various investor
focussed podcasts and the Chair attends the annual general meeting,
the Company will with the Company's advisers look at ways in which
the Company can engage with shareholders.
Departures from the QCA Code:
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
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 2023
after tax of £6,106,000 after a fair value adjustment loss of
£110,000 (see note 11) and an impairment provision of £ 4,774,000
(note 5) (2022 - profit of £1,436,000 but excluding a fair value
adjustment gain of £2,133,000 the loss from all operations for 2022
after tax was £697,000). The Group had negative
cash flows from operations and is currently not
generating revenues. Cash and cash equivalents were £560,000 as at
31 December 2023. On 5 March 2024 the Company announced that the
repayment date for the £700,000 drawdown under the Sanderson
Capital Facility Agreement had been extended to 31 July
2025. An operating loss is expected in the year
subsequent to the date of these accounts and 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.
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
27 June 2024
INDEPENDENT AUDITOR'S
REPORT
TO
THE MEMBERS OF BEZANT RESOURCES PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Opinion
We have audited the financial
statements of Bezant Resources Plc (the 'Company') and its
subsidiaries (the 'Group') for the year ended 31 December 2023
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 Company's affairs as at 31
December 2023 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 (note 1.1) concerning the Group's and Company's ability
to continue as a going concern. The Group incurred an operating
loss of £1,046k during the year ended 31 December 2023 and is still
incurring operating losses. As discussed in note 1.1, post year-end
the repayment date for the £700,000 drawdowns under the Sanderson
Capital Facility Agreement has been extended to 31 July 2025,
however 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. 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.
In auditing the financial
statements, we have concluded that the director's use of going
concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the director's
assessment of the entity's ability to continue to adopt the going
concern basis of accounting included an assessment of the risk and
audit procedures to address this risk:
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 fundraisings 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 twelve 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:
·
We assessed the transparency, completeness and
accuracy of the matters covered in the going concern disclosure by
evaluating management's cash flow projections for the next twelve
months and the underlying assumptions.
·
We obtained cash flow forecasts, reviewed the
methodology behind these, ensured they were 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 being incurred.
·
We discussed plans for the Group going forward
with management, ensuring these had been incorporated in 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 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 responsibilities and the
responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
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 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
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
risks.
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.
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. Going concern is a
significant key audit matter and is described above. In arriving at
our audit opinion above, the other key audit matters were as
follows:
Key audit matter
|
How the matter was addressed during the
audit
|
Impairment of exploration
and evaluation assets in the Group
The Group has capitalised costs in
respect of the Group's licence interests in accordance with IFRS 6
'Exploration for and Evaluation of Mineral Resources' (IFRS 6). The
Directors need to assess the exploration assets for indicators of
impairment and where they exist to undertake a full review to
assess the need for impairment charge. This involves
significant judgements and assumptions.
We therefore identified the
impairment of exploration and evaluation assets as a key audit
matter, which was one of the most significant assessed risks of
material misstatement.
|
Our audit work included, but was
not restricted to:
·
Obtaining each of the licences along with
supporting information available for each exploration project to
assess whether the licenses remain in good standing.
·
We discussed each of the licence areas with the
directors and considered their assessment in conjunction with the
available information for each exploration project and reviewed
available information to assess whether the licences remain in good
standing.
·
We reviewed the future plans of the projects in
respect of funding, viability and development to assess whether
there were any indicators of impairment.
Key observations
We obtained evidence that the
licences remain valid and are in good standing.
Where licences had expired and
renewal applications not yet granted, we reviewed correspondence
with the mining departments to determine the status of the renewal
and whether there were any indications the renewals would not be
granted. The Mining Acts of the relevant countries were also
reviewed to confirm work could be continued whilst renewals were in
process. There were no significant matters identified which
indicated the licences would not be renewed.
An impairment provision of £3.13m
in the Parent Company and £4.77m in the Group has been recognised
in relation to the Eureka Project following uncertainty of finding
a joint venture partner due to the current political situation in
Argentina.
No further impairments were
considered necessary
|
Impairment of investments
and loans in the Parent Company
Under International Accounting
Standard 36 'Impairment of Assets', companies are required to
assess whether there is any indication that an asset may be
impaired at each reporting date.
Management assessment involves
significant judgements and assumptions such as the timing and
extent and probability of future cash flow.
The Company has investments of
£6.1m (2022: £9.3m) comprising investments and loans to
subsidiaries of £4.0m (2022: £7.1m) and investments held at FVPL of
£2.1m (2022: £2.3m). In conjunction with the exploration assets,
the investments represent the primary balance on the Company
balance sheet and there is a risk it could be impaired and that
intragroup loans may not be recoverable as a result of the
subsidiary companies incurring losses.
We therefore identified the
impairment of loans due from subsidiary companies as a key audit
matter in the Company financial statements, which was one of the
most significant assessed risks of material
misstatement.
|
Our audit work included, but was
not limited to:
·
Reviewing the investments balances for indicators
of impairment in accordance with IAS 36;
·
Assessing the appropriateness of the methodology
applied by management in their assessment of the recoverable amount
of intragroup loans by comparing it to the Group's accounting
policy and IAS 36;
·
Assessing management's evaluation of the
recoverable amounts of intergroup loans including review of the
impairment provisions and net asset values of components that have
intercompany debt;
·
Checking that intergroup loans have been
reconciled and confirming that there are no material
differences.
Key observations
The investment balance correlates
with the Mankayan Project, Eureka Project, Hope Copper Gold
Project, and Kanye Manganese Project, held by subsidiaries. Our
impairment review was therefore linked to our assessment of
indicators of impairment on the corresponding exploration
assets.
Management has impaired Eureka
Mining & Exploration SA, Puna Metals SA and Anglo Tanzania Gold
Limited investment and loan balances in full following uncertainty
of finding a joint venture partner due to the current political
situation in Argentina.
No further impairments were
considered necessary.
|
Valuation and accounting
treatment of convertible loan facility
The Company and Group has a
convertible loan instrument of £700k (2022: £700k). The loan terms
were modified during the year.
Convertible instruments can be
complex, containing a number of features which can have a
significant impact on the accounting. Therefore, management
were to determine the correct treatment for the
modification.
We therefore identified the
valuation and accounting treatment of the convertible loan as a key
audit matter in the Company and Group financial
statements.
|
Our audit work included, but was
not limited to:
·
Obtaining and reviewing the convertible loan
agreement and loan amendment for key terms which determine the
accounting treatment
·
Assessing appropriateness of the accounting
treatment under IFRS 9 Financial Instruments and IAS 32
Presentation of Financial Instruments
·
Review of the key assumptions used to determine
the fair value of the liability and equity component
Key observations
Having assessed the modified
facility with reference to IFRS 9, management determined that the
modified facility was substantially different from the original
facility and therefore the original financial liability was
extinguished, and a new financial liability recognised.
The convertible loan comprises a
liability and equity component. The fair value of the equity
component has been calculated at 25% being the estimated rate
available on an unsecured loan with no convertible
option.
|
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
We
determined materiality for the financial statements as a whole to
be:
|
£120,000 (2022: £194,000)
|
£96,000 (2022:
£194,000)
|
How we determine it
|
Based on the main key indicator,
being 2% of the net assets of the Group
|
Based on the main key indicator,
being 2% of the net assets of the Company.
|
Rationale for benchmarks
applied
|
We believe the net assets is the
most appropriate 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
|
£90,000 (2022: £145,500)
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 £2,000 (2022:
£2,000) 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
20, 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.
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 and QCA code. 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.
James Astley
(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
27 June 2024
Consolidated Statement of Profit and Loss
For
the year ended 31 December 2023
|
Notes
|
|
Year ended 31 December
2023
£'000
|
|
Year
ended 31 December 2022
£'000
|
|
|
|
|
|
|
|
|
CONTINUING
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group revenue
|
|
|
-
|
|
-
|
|
Cost of sales
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Gross profit/(loss)
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Operating expenses
|
3
|
|
(1,046)
|
|
(577)
|
|
Share based payments
|
3
|
|
-
|
|
(29)
|
|
Operating loss
|
4
|
|
(1,046)
|
|
(606)
|
|
|
|
|
|
|
|
|
Other (losses)/gains
|
11.1
|
|
(110)
|
|
2,133
|
|
Finance Costs
|
|
|
(176)
|
|
(91)
|
|
Impairment of assets
|
5
|
|
(4,774)
|
|
-
|
|
|
|
|
|
|
|
|
(Loss)/profit before taxation
|
|
|
(6,106)
|
|
1,436
|
|
Taxation
|
6
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
(Loss)/profit for the financial year from continuing
operations
|
|
|
(6,106)
|
|
1,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the financial year
|
|
|
(6,106)
|
|
1,436
|
|
|
|
|
|
|
|
|
Attributable to:
Owners of the Company
|
|
|
(6,106)
|
|
1,436
|
|
- Continuing operations
|
|
|
(6,106)
|
|
1,436
|
|
- Discontinued operations
|
|
|
-
|
|
-
|
|
Non-controlling interest
|
|
|
-
|
|
-
|
|
|
|
|
(6,106)
|
|
1,436
|
|
(Loss)/profit per share
(pence)
|
|
|
|
|
|
|
Basic loss/profit per share from
continuing operations
|
7
|
|
(0.09)
|
|
0.03
|
|
Diluted loss/profit per share from
continuing operations
|
7
|
|
(0.09)
|
|
0.02
|
|
|
|
|
|
|
|
|
Consolidated Statement of Other Comprehensive
Income
For
the year ended 31 December 2023
|
|
|
Year ended 31 December
2023
£'000
|
|
Year
ended 31 December 2022
£'000
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
(Loss)/profit for the financial
year
|
|
|
(6,106)
|
|
1,436
|
|
Items that may be reclassified to profit or
loss:
|
|
|
|
|
|
|
Foreign currency reserve
movement
|
|
|
112
|
|
(120)
|
|
Non-controlling interest
|
|
|
-
|
|
12
|
|
Total comprehensive loss for the financial
year
|
|
|
(5,994)
|
|
1,328
|
|
|
|
|
|
|
|
|
Attributable to:
Owners of the Company
|
|
|
(5,994)
|
|
1,328
|
|
Non-controlling interest
|
|
|
-
|
|
-
|
|
|
|
|
(5,994)
|
|
1,328
|
|
|
|
|
|
|
|
|
Consolidated Statement of Changes in Equity
For the year ended 31 December
2023
|
Share
Capital
£'000
|
Share
Premium
£'000
|
Other
Reserves1
£'000
|
Retained
Losses
£'000
|
Non
Controlling
interest
£'000
|
Total
Equity
£'000
|
Year ended 31 December 2023
|
|
|
|
|
|
|
Balance at 1 January 2023
|
2,079
|
39,507
|
3,672
|
(35,551)
|
-
|
9,707
|
Current year loss
|
-
|
-
|
-
|
(6,106)
|
-
|
(6,106)
|
Foreign currency reserve
|
-
|
-
|
112
|
-
|
-
|
112
|
Total comprehensive loss for
year
|
-
|
-
|
112
|
(6,106)
|
-
|
(5,994)
|
Shares issued - In lieu of
fees
|
24
|
558
|
-
|
-
|
-
|
582
|
Share issue cost
|
-
|
(72)
|
-
|
-
|
-
|
(72)
|
Proceeds from shares
issued
|
102
|
1,448
|
-
|
-
|
-
|
1,550
|
Warrants issued
|
-
|
-
|
285
|
(285)
|
-
|
-
|
Warrants issued
|
-
|
(41)
|
41
|
-
|
-
|
-
|
Warrant expired
|
-
|
31
|
(31)
|
-
|
-
|
-
|
Equity component of new
borrowings
|
-
|
|
202
|
-
|
-
|
202
|
Extinguishment of equity component
of borrowings
|
-
|
-
|
(154)
|
154
|
-
|
-
|
|
|
|
|
|
|
|
Balance at 31 December 2023
|
2,205
|
41,431
|
4,127
|
(41,788)
|
-
|
5,975
|
|
Share
Capital
£'000
|
Share
Premium
£'000
|
Other
Reserves1
£'000
|
Retained
Losses
£'000
|
Non
Controlling
interest
£'000
|
Total
Equity
£'000
|
Year ended 31 December 2022
|
|
|
|
|
|
|
Balance at 1 January 2022
restated
|
2,076
|
39,303
|
3,781
|
(37,160)
|
(12)
|
7,988
|
Current year profit
|
-
|
-
|
-
|
1,436
|
12
|
1,448
|
Foreign currency reserve
|
-
|
-
|
(120)
|
-
|
-
|
(120)
|
|
|
|
|
|
|
|
Total comprehensive loss for
year
|
-
|
-
|
(120)
|
1,436
|
12
|
1,328
|
Shares issued - In lieu of
fees
|
2
|
162
|
-
|
-
|
-
|
164
|
Warrants issued to
shareholders
|
-
|
-
|
30
|
-
|
-
|
30
|
Warrants exercised
|
1
|
42
|
(6)
|
6
|
-
|
43
|
Warrant expired
|
-
|
-
|
(167)
|
167
|
-
|
-
|
Equity component of
borrowings
|
-
|
-
|
154
|
-
|
-
|
154
|
|
|
|
|
|
|
|
Balance at 31 December 2022
|
2,079
|
39,507
|
3,672
|
(35,551)
|
-
|
9,707
|
1 Other reserves are made up of the share-based payment,
foreign exchange, merger and convertible instrument
reserves.
Company Statement of Changes in
Equity
For the year ended 31 December
2023
|
Share
Capital
£'000
|
Share
Premium
£'000
|
Other
Reserves1
£'000
|
Retained
Losses
£'000
|
Total
Equity
£'000
|
Year ended 31 December 2023
|
|
|
|
|
|
Balance at 1 January 2023
|
2,079
|
39,507
|
3,309
|
(33,339)
|
11,556
|
Current year loss
|
-
|
-
|
-
|
(7,693)
|
(7,693)
|
Total comprehensive loss for the
year
|
-
|
-
|
-
|
(7,693)
|
(7,693)
|
Shares issued - In lieu of
fees
|
24
|
558
|
-
|
-
|
582
|
Share issue cost
|
|
(72)
|
-
|
-
|
(72)
|
Proceeds from shares
issued
|
102
|
1,448
|
-
|
-
|
1,550
|
Share options granted
|
-
|
-
|
285
|
(285)
|
-
|
Warrants issued
|
-
|
(41)
|
41
|
-
|
-
|
Warrant expired
|
-
|
31
|
(31)
|
-
|
-
|
Equity component of new
borrowings
|
-
|
-
|
202
|
-
|
202
|
Equity component of repaid
borrowings
|
-
|
-
|
(154)
|
154
|
-
|
|
|
|
|
|
|
Balance at 31 December 2023
|
2,205
|
41,431
|
3,652
|
(41,163)
|
6,125
|
|
Share
Capital
£'000
|
Share
Premium
£'000
|
Other
Reserves1
£'000
|
Retained
Losses
£'000
|
Total
Equity
£'000
|
Year ended 31 December 2022
|
|
|
|
|
|
Balance at 1 January 2022
|
2,076
|
39,303
|
3,298
|
(35,249)
|
9,428
|
Current year profit
|
-
|
-
|
-
|
1,737
|
1,737
|
Total comprehensive loss for the
year
|
-
|
-
|
-
|
1,737
|
1,737
|
Shares issued - In lieu of
fees
|
2
|
162
|
-
|
-
|
164
|
Warrants issued to
shareholders
|
-
|
-
|
30
|
-
|
30
|
Warrants exercised
|
1
|
42
|
(6)
|
6
|
43
|
Warrant expired
|
-
|
-
|
(167)
|
167
|
-
|
Equity component of
borrowings
|
-
|
-
|
154
|
-
|
154
|
Balance at 31 December 2022
|
2,079
|
39,507
|
3,309
|
(33,339)
|
11,556
|
1 Other reserves are made up of the share-based payment,
foreign exchange and merger reserve.
Consolidated and Company Balance
Sheets
As
at 31 December 2023
|
|
|
Consolidated
|
Company
|
|
|
|
|
|
|
|
|
|
|
2023
|
2022
|
2023
|
2022
|
|
Notes
|
|
£'000
|
£'000
|
£'000
|
£'000
|
ASSETS
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Plant and equipment
|
10
|
|
-
|
2
|
-
|
-
|
Investments
|
11
|
|
2,150
|
2,260
|
6,098
|
9,328
|
Exploration and evaluation
assets
|
12
|
|
3,899
|
8,398
|
-
|
3,129
|
Total non-current assets
|
|
|
6,049
|
10,660
|
6,098
|
12,457
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Trade and other
receivables
|
13
|
|
224
|
76
|
216
|
54
|
Cash and cash equivalents
|
|
|
560
|
57
|
556
|
47
|
|
|
|
784
|
133
|
772
|
101
|
Total current assets
|
|
|
784
|
133
|
772
|
101
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
6,833
|
10,793
|
6,870
|
12,558
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other payables
|
14
|
|
332
|
463
|
219
|
379
|
Borrowings
|
15
|
|
526
|
623
|
526
|
623
|
Total current liabilities
|
|
|
858
|
1,086
|
745
|
1,002
|
|
|
|
|
|
|
|
NET
ASSETS
|
|
|
5,975
|
9,707
|
6,125
|
11,556
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
Share capital
|
17
|
|
2,205
|
2,079
|
2,205
|
2,079
|
Share premium
|
17
|
|
41,431
|
39,507
|
41,431
|
39,507
|
Share-based payment
reserve
|
18
|
|
1,476
|
1,181
|
1,476
|
1,181
|
Foreign exchange reserve
|
|
|
618
|
506
|
143
|
143
|
Merger reserve
|
|
|
1,831
|
1,831
|
1,831
|
1,831
|
Other reserves
|
15
|
|
202
|
154
|
202
|
154
|
Retained losses
|
|
|
(41,788)
|
(35,551)
|
(41,163)
|
(33,339)
|
|
|
|
5,975
|
9,707
|
6,125
|
11,556
|
TOTAL EQUITY
|
|
|
5,975
|
9,707
|
6,125
|
11,556
|
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 2023 of £7,693,000 (2022 profit: £1,737,000) has
been included in the consolidated income statement.
These financial statements were
approved by the Board of Directors on 27 June 2024 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 2023
|
|
Consolidated
|
Company
|
|
|
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
|
|
Notes
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Net
cash outflow from operating activities
|
20
|
(612)
|
(368)
|
(519)
|
(356)
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Exploration expenditure
|
|
(361)
|
(968)
|
-
|
-
|
|
Loans to subsidiaries
|
|
-
|
-
|
(438)
|
(972)
|
|
Payments to acquire
investments
|
|
-
|
(78)
|
(10)
|
(78)
|
|
|
|
(361)
|
(1,046)
|
(448)
|
(1,050)
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Proceeds from issuance of ordinary
shares
|
21
|
1,477
|
43
|
1,477
|
43
|
|
Proceeds from borrowings
|
|
-
|
700
|
-
|
700
|
|
|
|
1,477
|
743
|
1,477
|
743
|
|
|
|
|
|
|
|
|
Increase / (decrease) in cash
|
|
504
|
(671)
|
510
|
(663)
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of
year
|
|
57
|
728
|
47
|
710
|
|
Foreign exchange movement
|
|
(1)
|
-
|
(1)
|
-
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
560
|
57
|
556
|
47
|
|
Notes to the financial statements
For the year ended 31 December 2023
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
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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
operation's for the year ended 31 December 2023 after tax of
£6,106,000 after a fair value adjustment loss of £110,000 (see note
11) and an impairment provision of £4,774,000 (note 5) (2022 -
profit of £1,436,000 but excluding a fair value adjustment gain of
£2,133,000 the loss from all operations for 2022 after tax was
£697,000). The Group had negative cash flows from operations and is
currently not generating revenues. Cash and cash equivalents were
£560,000 as at 31 December 2023. On 5 March 2024 the Company
announced that the repayment date for the £700,000 drawdowns under
the Sanderson Capital Facility Agreement had been extended to 31
July 2025. An operating loss is expected in the year
subsequent to the date of these accounts and 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.
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'.
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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.
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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.
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New IFRS standards and
interpretations
There are a number of standards,
amendments to standards, and interpretations which have been issued
by the IASB that are effective from 1 January 2023, none of which
have a material impact on these financial statements:
· IFRS
17 - Insurance Contracts;
·
IAS 8 - Definition of Accounting
Estimates;
· IAS
1 - Disclosure of Accounting Policies; and
· IAS
12 - Deferred Tax Arising from a Single Transaction
There are a number of standards,
amendments to standards, and interpretations which have been issued
by the IASB that are effective in future accounting periods that
the group has decided not to apply early. The following amendments are effective for the period
beginning 1 January 2024
· IAS
1 Presentation of Financial Statements (Amendment - Classification
of Liabilities as Current or Non-Current);
· IFRS
16 Leases (Amendment - Liability in a sale and leaseback);
and
· IAS
7 and IFRS 7 (Amendment - Supplier Finance
Arrangements).
It is not expected that the
amendments listed above, once adopted, will have a material impact
on the financial statements.
The financial statements have been
prepared in accordance with UK adopted International Accounting
Standards ('IFRS') and those parts of the Companies Act 2006
applicable to companies reporting under IFRSs.
Company Statement of
Comprehensive Income
The Company has taken advantage of
the exemption allowed under section 408 of the Companies Act 2006
and has not presented its own Statement of Comprehensive Income in
these financial statements.
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1.2
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Significant accounting judgments, estimates and
assumptions
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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:
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Share-based payment transactions:
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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.
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Impairment of investments, options and deferred exploration
expenditure:
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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.
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1.2
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Significant accounting judgments, estimates and assumptions
(continued)
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Fair value of assets and liabilities acquired on acquisition
of subsidiaries
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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).
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Investments at fair value through profit and loss ('Equity
investments')
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Equity investments are initially
measured at cost, including transaction costs. At each reporting
date, the fair value is assessed and any resultant gains and losses
are included directly in the Consolidated Statement of Profit and
Loss under IFRS 9 (note 11).
Valuation of Equity Instruments Convertible Loan
(Borrowings)
Convertible instruments can be
complex, containing a number of features which can have a
significant impact on the accounting under IFRS 9 Financial
Instruments and IAS 32 Presentation of Financial Instruments. The
Company determined that the £700,000 convertible
note drawn down announced on 30 June 2022
("Original Facility") (note 15)
was an equity instrument as the conversion feature results in the
conversion of a fixed amount of stated principal into a fixed
number of shares, it satisfies the 'fixed for fixed' criterion and, therefore, it is classified as an equity
instrument which requires the valuation of the liability
component and the equity conversion component. The fair value of
the liability component, included in current borrowings, at
inception was calculated using a market interest
rate for an equivalent instrument without conversion option. The
discount rate applied was 25%.
The Company determined
that;
i)
the change in terms of the Original Facility
announced on 15 June 2023 being that the repayment date was extended to 23 December 2024 and the
conversion price was reduced to 0.08 pence per share (the
"Modified Facility") were
in accordance with IFRS 9 substantially different; and
ii)
the Modified Facility was
an equity instrument as the conversion feature results in the
conversion of a fixed amount of stated principal into a fixed
number of shares, it satisfies the 'fixed for fixed' criterion and,
therefore, it is classified as an equity instrument which
requires the valuation of the liability
component and the equity conversion component. The fair value of
the liability component, included in current borrowings, at
inception was calculated using a market interest rate for an
equivalent instrument without conversion option.
The discount rate applied was 25%.
Therefore the equity instrument
comprising the Original Facility was deemed to be repaid on 15 June
2023 and a new equity Instrument comprising the Modified Facility
was deemed to have been entered into on 15 June 2023.
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1.3
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Interest income
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Interest revenue is recognised on
a time proportionate basis that takes into account the effective
yield on the financial asset.
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1.4
|
Share-based payments
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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).
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1.5
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Financial instruments
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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).
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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
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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.
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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).
Investments at fair value through profit and loss ('Equity
investments')
Equity investments are initially
measured at cost, including transaction costs. At each reporting
date, the fair value is assessed and any resultant gains and losses
are included directly in the Consolidated Statement of Profit and
Loss under IFRS 9.
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.
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Any gains or losses recognised in
OCI will be reclassified to profit or loss upon derecognition of
the asset.
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IFRS 9's impairment requirements
use more forward-looking information to recognize expected credit
losses - the 'expected credit losses ("ECL") model'.
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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.
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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')
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'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 and borrowings classified as an
Equity Instrument.
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.
Equity Investments are accounted
for under IFRS 9 Financial Instruments and
IAS 32 Presentation of Financial Instruments which requires the
valuation of the liability component and the equity conversion
component. The fair value of the liability component, is included
in current borrowings, at inception using a market interest rate
for an equivalent instrument without conversion option and the
equity conversion component is expensed in the income statement
within finance costs.
If the terms of an Equity
Instrument are modified they are, in accordance with IFRS 9,
considered substantially different if the discounted present value
of the cash flows under the new terms including any fees paid net
of any fees received discounted using the original effective
interest rate is at least 10% different from the discounted present
value of the remaining cash flows of the original financial
liability. Where the terms of a modified Equity Instrument are
substantially different than the original Equity Instrument is
treated as repaid on the date of the modification (the
"Modification Date") and a
new Equity Instrument entered into on the Modification
Date.
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1.6
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Cash and cash equivalents
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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.
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1.7
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Trade and other receivables
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Trade receivables are recognised
and carried at original invoice amount less an allowance for any
expected credit loss amounts.
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1.8
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Foreign currency transactions and balances
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(i) Functional and
presentational currency
Items included in the Group's
financial statements are measured using Pounds Sterling
("£"), 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 ("£"), 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.
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(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.
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1.9
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Taxation
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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.
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1.10
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Plant and equipment
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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:
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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.
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1.11
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Impairment of assets
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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.
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1.12
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Trade and other payables
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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.
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1.13
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Exploration, evaluation and development
expenditure
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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.
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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.
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1.14
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Investments
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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.
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2.
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Segment reporting
For the purposes of segmental
information, the operations of the Group are focused in
geographical segments, namely the UK, Argentina, Namibia, and
Botswana, and comprise one class of business: the exploration,
evaluation and development of mineral resources. The UK is used for
the administration of the Group and includes equity investments in
non-group companies.
The Group's loss before tax arose
from its operations in the UK, Argentina, Namibia, and
Botswana
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For the year ended 31 December 2023
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Continuing
operations
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UK
|
Argentina
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Namibia
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Botswana
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Total
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|
£'000
|
£'000
|
£'000
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£'000
|
£'000
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Consolidated loss before
tax
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(4,132)
|
(1,972)
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(4)
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2
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(6,106)
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Included in the consolidated loss
before tax are the following income/(expense) items:
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Foreign currency loss
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(7)
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-
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-
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-
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(7)
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Total Assets
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2,923
|
11
|
2,790
|
1,109
|
6,833
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Total Liabilities
|
(753)
|
(105)
|
-
|
-
|
(858)
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For the year ended 31 December 2022
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Continuing
operations
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UK
|
Argentina
|
Namibia
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Botswana
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
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Consolidated profit before
tax
|
1,554
|
(119)
|
(1)
|
2
|
1,436
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Included in the consolidated profit
before tax are the following income/(expense) items:
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|
|
|
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Foreign currency profit
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125
|
-
|
-
|
-
|
125
|
|
|
|
|
|
|
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Total Assets
|
2,386
|
4,856
|
2,522
|
1,029
|
10,793
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Total Liabilities
|
(1,004)
|
(82)
|
-
|
-
|
(1,086)
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3.
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Operating expenses
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|
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Year ended 31 December
2023
|
Year
ended 31 December
2022
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
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On-going operating
expenses
|
1,046
|
577
|
|
|
|
|
|
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Share option expense
|
-
|
29
|
|
|
|
1,046
|
668
|
|
|
|
|
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|
|
|
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|
|
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4.
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Operating loss
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Year ended 31 December
2023
|
Year
ended 31 December
2022
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The Group's operating loss is stated
after charging:
|
£'000
|
£'000
|
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Parent Company auditor's
remuneration - audit services
|
47
|
42
|
|
Parent Company auditor's
remuneration - other services
|
5
|
7
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Operating lease -
premises
|
15
|
14
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Foreign exchange
loss/(gain)
|
8
|
(125)
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5.
|
Impairment of assets
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|
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Year ended 31 December
2023
|
Year
ended 31 December
2022
|
|
|
|
£'000
|
£'000
|
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Provision for Impairment of
Assets
|
4,774
|
-
|
|
|
|
4,774
|
-
|
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Having assessed the current
macroeconomic challenges faced by the Argentina economy and the
negative impact this has on investor sentiment the Board have
decided to take the prudent approach of making a full impairment
provision of £4,774K against the value of its consolidated
Argentinian exploration and evaluation asset. In the
Company's accounts a provision of £6,595K has been made against the
Company's Argentinean exploration and evaluation asset of £3,129K
and its investment in and loans to subsidiaries in relation to its
investment in the Argentinian project of £3,467K.
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6.
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Taxation
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|
|
Year ended 31 December
2023
|
Year
ended 31 December
2022
|
|
UK Corporation tax
|
£'000
|
£'000
|
|
- current year
|
-
|
-
|
|
Total current tax charge
|
-
|
-
|
|
|
|
|
|
Factors affecting the tax charge for
the year:
|
|
|
|
Profit/(loss) on ordinary activities
before tax
|
(6,106)
|
1,436
|
|
Profit/(loss) on ordinary activities
multiplied by the
|
|
|
|
standard rate of UK corporation tax
of 23.5% (2022: 19%)
|
(1,435)
|
273
|
|
Effects of:
|
|
|
|
Non-deductible expenses
|
-
|
-
|
|
Tax losses (unprovided deferred
tax)
|
1,435
|
(273)
|
|
Total tax charge
|
-
|
-
|
|
As of 1 April 2023, the main rate
of UK corporation tax increased from 19% to 25%. As the company's
financial year straddles this date, a blended corporation tax rate
for 2023 of 23.5% has been applied which is calculated by
apportioning the two tax rates on a weighted basis for the
proportion of the financial year for which each main tax rate was
applicable.
At 31 December 2023, the Group had
unused losses carried forward of £13,000,000 (2022: £12,600,000)
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 2023 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% based on the current tax rate, is estimated to
be £3,250,000 (2022: £3,159,000). 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 2023 of
£6,106,000 (2022: £1,436,000 profit) of which £6,106,000 (2022:
£1,436,000 profit) was from Continuing Operations and £nil
(2022: nil) was from Discontinued Operations. The basic
loss per share was calculated using a weighted average number of
shares in issue of 7,180,609,915 (2022: 5,051,721,316).
The diluted loss per share has
been calculated using a weighted average number of shares in issue
and to be issued of 8,577,653,788 (2022:
6,262,005,415). The diluted loss per share and
the basic loss per share for 2023 are recorded as the same amount,
as the diluted earnings per share
should not show a more favourable position than the basic earnings
per share
|
8.
|
Directors' emoluments
|
|
|
|
|
Year ended 31 December
2023
|
Year
ended 31 December
2022
|
|
|
£'000
|
£'000
|
|
The Directors' emoluments of the
Group are as follows:
|
|
|
|
Wages, salaries, fees and share
options
|
159
|
182
|
|
Refer to page 18 for details of the remuneration of
each director.
|
|
|
9.
|
Employee information
|
|
|
|
|
Year ended 31 December
2023
|
Year
ended 31 December
2022
|
|
Average number of employees including directors and
consultants:
|
|
|
|
Management and technical
|
5
|
5
|
|
|
|
|
|
|
Year ended 31 December
2023
|
Year
ended 31 December
2022
|
|
|
£'000
|
£'000
|
|
Salaries (excluding directors'
remuneration)
|
-
|
-
|
10.
|
Plant and equipment
|
|
|
|
|
Consolidated
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
At beginning of year
|
67
|
67
|
60
|
60
|
|
Disposal - write off of
assets
|
(67)
|
-
|
(60)
|
-
|
|
Exchange differences
|
-
|
-
|
-
|
-
|
|
At end of year
|
-
|
67
|
-
|
60
|
|
Depreciation
|
|
|
|
|
|
At beginning of year
|
65
|
65
|
60
|
60
|
|
Charge for the year
|
1
|
-
|
-
|
-
|
|
Disposal - write off of
assets
|
(66)
|
-
|
(60)
|
-
|
|
At end of year
|
-
|
65
|
-
|
60
|
|
Net
book value at end of year
|
-
|
2
|
-
|
-
|
|
|
|
|
|
|
| |
11.
|
Investments
|
|
|
Consolidated
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Investments under fair value through
profit and loss (note 11.1)
|
2,072
|
2,182
|
2,072
|
2,182
|
|
Debt instruments under fair value
through profit and loss (note 11.1)
|
78
|
78
|
78
|
78
|
|
Investment in subsidiaries (note
11.2)
|
-
|
-
|
2,780
|
2,771
|
|
Impairment Provision
|
-
|
-
|
(864)
|
-
|
|
Loan to subsidiaries
|
-
|
-
|
4,635
|
4,297
|
|
Provision for subsidiary loan
recoverability
|
-
|
-
|
(2,603)
|
-
|
|
|
2,150
|
2,260
|
6,098
|
9,328
|
11.1
|
Investments
|
|
On 13 September 2021 the Company,
entered into a conditional agreement with IDM Mankayan Pty Ltd
("IDM Mankayan"), a company
incorporated in Australia, to take the Mankayan Project in the
Philippines forward (the "IDM
Mankayan Agreement"). The IDM Mankayan Agreement completed
on 20 October 2021 and the Company paid A$90,000 (GBP49K)_to IDM
Mankayan and owned 44 IDM Mankayan shares (the "IDM Mankayan Investment") of the 160
shares issued by IDM Mankayan but has no management control over or
right to appoint directors of IDM Mankayan which is why the IDM
Mankayan Investment is held as an equity investment under IFRS 9.
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.
On 26 October 2022 the Company
entered into a conditional share purchase agreement with IDM
International Ltd ("IDM
International") the parent company of IDM Mankayan to sell
the IDM Mankayan Investment for 19,381,054
fully paid ordinary shares of IDM International (the "IDM International SPA"). The IDM
International SPA was conditional on approval of the IDM
International SPA by the shareholders of IDM International and
completed on 27 March 2023.
|
|
On 26 October 2022 the Company
entered into a convertible loan note agreement with IDM
International to invest A$137,500 (GBP 78K) in IDM International to
acquire 137,500 notes (the "IDM
International Convertible Loan Note Investment"). The
Company has the right to convert the whole but not part of the face
value of each Note into IDM International Shares at A$0.20 at any
time (and as many times) prior to the Maturity Date which is 11
November 2026. As at 31 December 2023, the fair value of the debt
instrument was £78k and no unrealised gain/loss was
recognised.
|
Consolidated
|
Company
|
|
2023
|
2022
|
2023
|
2022
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Investments under fair value through profit and
loss
|
|
|
|
|
Unquoted investments 1 January
2023
|
2,182
|
49
|
2,182
|
49
|
(Decrease)/Increase in fair value
during year1
|
(110)
|
2,133
|
(110)
|
2,133
|
Unquoted investments at 31 December
2023
|
2,072
|
2,182
|
2,072
|
2,182
|
1 19,381,054 shares which represents 22.96% of the issued
shares of IDM International valued at AUD$0.20 (£0.107) per share
being the share subscription price at which at which third parties
have subscribed for shares in IDM International in 2023 and post
the year end.
Investments are initially valued
at cost. At each reporting date these investments are measured at
fair value with any gains or losses recognised through the
Consolidated Statement of Profit and Loss. In 2023, the Group and
Company had an unrealised loss of £110,000 (2022 - unrealised gain
of £2,133,000).
This along with other valuations
are estimates based on the Directors' assessment of the performance
of the underlying investment and reliable information such as
recent fundraising. There is however inherent uncertainty when
valuing private companies such as these in the natural resources
sector.
|
11.2
|
Investments - subsidiary undertakings
|
|
The Company's significant
subsidiary undertakings held as fixed asset investments as at
31 December 2023 were as follows:
|
|
Company Name and
registered office
|
Country of
incorporation
|
Principal
Activity
|
Percentage
of
ordinary
share
capital
held
|
|
Held
directly
|
|
|
|
|
Tanzania Gold Limited
FDW House, Blackthorn Business Park
Coes Road, Dundalk, Co. Louth, Ireland
|
Ireland
|
Holding Company
|
100%
|
|
Virgo Resources Limited
Minerva Corporate Level 8, 99
St Georges Terrace, Perth, WA 6000, Australia
|
Australia
|
Holding Company
|
100%
|
|
Hope Copper Gold Investments
Ltd
Tortola Pier Park, Building 1, Second
Floor, Wickhams Cay 1, Road Town, Tortola, British Virgin
Islands
|
BVI
|
Holding Company
|
100%
|
|
Held
indirectly
|
|
|
|
|
Anglo Tanzania Gold
Limited
Quadrant House, 4 Thomas More Square,
London, E1W 1YW
|
England
|
Holding Company
|
100%
|
|
Eureka Mining & Exploration
SA
Independencia 219, San Salvador de
Jujuy, Provincia de Jujuy, Argentina 4600
|
Argentina
|
Gold and copper
exploration
|
100%
|
|
|
Puna Metals SA
Independencia 219, San Salvador de
Jujuy, Provincia de Jujuy, Argentina 4600
|
Argentina
|
Gold and copper
exploration
|
100%
|
|
|
Hepburn Resources Pty Ltd
Minerva Corporate Level 8, 99
St Georges Terrace, Perth, WA 6000, Australia
|
Australia
|
Gold and copper
exploration
|
100%
|
|
|
Hope and Gorob Mining Pty
Ltd
Unit 3, 2nd Floor,
Ausspannn Plaza, Dr Agostinho Neto Road, Ausspannplatz, Windhoek,
Namibia
|
Namibia
|
Gold and copper
exploration
|
70%
|
|
|
Hope Namibia Exploration Pty
Ltd
Unit 3, 2nd Floor,
Ausspannn Plaza, Dr Agostinho Neto Road, Ausspannplatz, Windhoek,
Namibia
|
Namibia
|
Gold and copper
exploration
|
80%
|
|
|
Metrock Resources Pty Ltd
Minerva Corporate Level 8, 99
St Georges Terrace, Perth, WA 6000, Australia
|
Australia
|
Holding Company
|
100%
|
|
|
Coastal Resources Pty Ltd
Minerva Corporate Level 8, 99
St Georges Terrace, Perth, WA 6000, Australia
|
Australia
|
Gold and copper
exploration
|
100%
|
|
|
Coastal Minerals Proprietary
Limited
Plot 102 ,Unit 13, Gaborone
International Commerce
Park, Gaborone, Botswana
|
Botswana
|
Gold and copper
exploration
|
100%
|
|
|
Cypress Sources Proprietary
Limited
Plot 102 ,Unit 13, Gaborone
International Commerce
Park, Gaborone, Botswana
|
Botswana
|
Gold and copper
exploration
|
100%
|
|
12.
|
Exploration and evaluation assets
|
|
|
|
Consolidated
|
Company
|
|
|
|
|
|
|
|
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
Balance at beginning of
year
|
8 398
|
7,692
|
3,129
|
3,129
|
|
Exploration expenditure
|
363
|
934
|
-
|
-
|
|
Write back of liability in relation
to joint venture expenditure (note 12.1)
|
-
|
(228)
|
-
|
-
|
|
Effect of foreign currency
fluctuation
|
(88)
|
-
|
-
|
-
|
|
Impairment (note 5)
|
(4,774)
|
|
(3,129)
|
|
|
Carried forward at end of year
|
3,899
|
8,398
|
-
|
3,129
|
12.1
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
A new Environmental Impact
Assessment (EIA) was presented in 2021 and approved in February
2023 in respect of 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 new EIA
approval covers environmental monitoring and a drill program
encompassing 9 drill holes of 200-300 metres each. The
Company engaged an environmental consultant to conduct the
environmental monitoring in Q3 2023 and is seeking a joint venture
partner to work with in relation to an exploration drilling
program.
Notwithstanding the absence of new
exploration activities on-site during the period the directors,
still intend to focus on finding a joint venture partner for the
project. However having assessed the current macroeconomic
challenges faced by the Argentina economy the Board have decided to
take the prudent approach of making a full impairment provision of
£4,774,050 against the value of its Argentinian exploration and
evaluation asset.
|
|
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 which comprise
i) 70% of Hope and Gorob Mining Pty Ltd incorporated in Namibia
which owns EPL5796, and ii) 80% of Hope Namibia Mineral Exploration
Pty Ltd Incorporated in Namibia which owns EPL6605 and iEPL7170.
The balance of the project is held by local Namibian
partners.
JORC Resource: On 27 October
2023 the Company announced an updated gross ** Mineral Resource
Estimate (MRE) has been completed by Addison Mining Services Ltd., an
independent consultancy based in the United Kingdom
and is reported in accordance with the JORC Code
(2012). Resources are of Indicated and Inferred categories and
include:
· A
Total Mineral Resource of 15 million tonnes gross at 1.2 % Cu for
190 thousand tonnes of Cu estimated across the Hope, Gorob Vendome
and Anomaly deposits and comprising:
o Total Indicated Resources of 1.24 million tonnes at 1.6% Cu
and 0.4 g/t Au at the Hope deposit.
o Total Inferred Resources of approximately 14 million tonnes
at 1.2% Cu across the Hope, Gorob, Vendome and Anomaly deposits,
including approximately 3 million tonnes at 1.7% Cu and 0.4 g/t Au
at Hope.
**Gross representing 100% estimated Resources - Bezant has a
70% interest in the Hope and Gorob Project
|
|
During the period the company
announcement on 27 October 2023 which provided details of the
updated MRE referenced above also highlighted that;
· The
resource estimation has ignored gold content for all prospects
other than the Hope target on the basis that many historic
boreholes (pre-dating Bezant's involvement) were not assayed for
gold and as such Addison could not include gold in the resource
compilation. Based on the Bezant drilling programme Addison
concur that it would not be unreasonable to anticipate average
grades of 0.2 to 0.4 g/t Au. The Company are considering a
programme to twin certain holes to give the independent consultant
the data to include additional gold in the resource
estimate.
· The
MRE identified significant potential for open pit extraction with
an open pit resource of 2.4 million tonnes and the potential,
assuming favourable Cu grades from further drilling, of increasing
the size of the practically open pittable resource for further
700,000 to 1 million tonnes postulating an open pit that could
support five years mine life at an annual rate of 500,000 tonnes
per year.
· The
MRE identified that deeper parts of the orebody had the potential
to be mined underground, utilising a former concrete lined shaft
with additional access from the base of the open pit.
· Total tonnes of contained copper in Mineral Resource Estimate
of approximately 190,000 tonnes. AMS postulate that this could be
significantly increased by the drilling of untested areas where
mineralization is projected and a drilling programme targeted
toward increased gold credit, thereby increasing the overall copper
equivalent grade.
· Addison has noted that there is significant exploration
potential with extensions to the existing open pit resources being
extremely likely and only omitted from the Resource Estimate due to
a historic low drill density that precludes conversion to a JORC
Resource. Although there are no guarantees, extension drilling
could result in further addition to the updated Mineral
Resource.
· The
Addsion MRE considers reasonably assumed metallurgical inputs from
historic test work and prior studies. Any new metallurgical test
work will inform future MRE updates and technical
studies.
The Company has also since the
acquisition of the Namibian projects in 2020 made several positive
announcements which support the Company's confidence in the Hope
Copper-Gold Project. On 9 August 2022 the Company
announcement that; the Company has submitted a mining licence
application for the Hope-Gorob copper-gold project area on EPL5796
to the Namibian authorities; the Mining Licence application is
based on an updated Scoping Study completed in May 2022 by external
consultants incorporating historic mineral resource estimates which
did not yet include additional near-surface copper-gold resources
generated by the Company's shallow drill programme completed in
early 2022; the Scoping Study indicated that the potential for the
development of a surface and underground copper mine exists at the
Hope and Gorob deposits and recommended completion of the
additional work required for optimisation of mine development plans
including the work necessary to obtain granting of environmental
permits and also recommended that further exploration work
continues to fully define resource potential at these deposits; the
2022 shallow drilling has continued to extend the strike and up-dip
extension of mineralisation at both the Hope and Vendome prospects.
The new drillholes have added more than 1.5km to the mineralised
strike length, with the potential to add significantly to the
previously estimated mineral resource; and continuous copper and
gold mineralisation has been intersected in drill intercepts over
substantial downhole widths of up to 29.74m.
The Namibian authorities have a
rigorous process for reviewing mining applications regardless of
the size of the proposed mining operations and the Company's
management have engaged with and met with senior officials at the
Ministry of Mines and Energy on several occasions to provide the
information requested and present the Company's plans as part of
the ongoing application review process and in anticipation of the
issue of the mining licence the Company has been conducting various
technical and other studies and on 4 December 2023 announced the
following updated on the development of the Hope & Gorob
project:
Ore sorting test work has
been completed using a test plant located at Uis, Namibia. The ore
sorting specialist, has completed test work concluding that
"there is a very high probability that ore
sorting can successfully be employed as a pre-concentration step on
the coarse Run of Mine fractions (>10mm)".
Magnetic separation test work on <10mm fines generated during ore sorting has also been
independently assessed. The material was found to be amenable to
magnetic separation and, depending on magroll settings a Cu upgrade
ratio of between 1.5-2.0 times could be achieved in the
non-magnetic fraction. Product Cu grades ranged between 3.6-5.2% at
Cu recoveries of up to 75-80%. This indicated that a high-grade
fines fraction can be produced for initial processing with a
low-grade rejects stream stockpiled for potential future
processing.
Characterisation flotation test work
has also been carried out which concluded, using
a two-stage flotation circuit (Rougher - Cleaner) an upgrade ratio
of 6 times can be achieved producing a final concentrate of 28 -
30% Cu (+ Au). No elevated levels of deleterious elements could be
detected in the final concentrate product.
Renewable power supply options are being considered ahead of selection of a
contractor for the implementation of an IPP contract to supply
power to the Hope & Gorob mine site and supporting
infrastructure.
Community development initiatives have been advanced with highly positive
discussions with the Topnaar community, the nearest residents to
the Hope & Gorob Project, located approximately 40km from the
mine site. Facilitated by the Office of the Regional Governor,
Bezant has received positive feedback from the Community and the
Company has instructed its external Namibian environmental
consultant to discuss proposed community-based projects in more
detail.
Engineering design & costing work has enabled the Company to move from a conceptual design
to a generally agreed flow sheet and development strategy for the
operation.
Negotiations are continuing
with specific reference to acquisition of existing infrastructure
expected to significantly reduce upfront capital expenditure and
reduce lead time to production by a minimum of 18
months.
Post the year end on 9 Feb 2024
the Company announced it had undertaken a Social and Environmental Impact Assessment
(ESIA), which has been submitted to interested and affected
parties for comments and which has now been submitted to the
Namibian Ministry of Mines
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 2023 was £2,790,216 which included
capitalised exploration expenditure during the period of £194,175
(2022 £683,648).
|
|
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 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.
|
|
The Kanye Manganese Project
comprises a collection of six prospecting licenses, namely
PLs 129/2019, 421/2018, 423/2018, 424/2018, PL 425/2018 and
238/2021 (the "Project
Licences"), located in south-central Botswana south of the
town of Jwaneng and west of the town of Kanye and 150 km by road
from the capital Gaborone. The licenses cover a total area of 1,833
sq. km and provide the holder with the right to prospect for
Metals. Five licenses are held by Cypress Sources Pty Ltd, a 100%
owned subsidiary of Coastal Resources Pty Ltd which in turn is 100%
owned by Metrock Resources Limited, itself a 100% owned subsidiary
of Bezant Resources. The fifth licence PL 129/2019 s held by
Coastal Minerals Pty Ltd which is 100% owned by Coastal Resources
Pty Ltd. the Kanye Manganese Project is close to the K-Hill
manganese deposit where a TSX listed public company reports a PEA
based on a life of project MnO grade of 15.2% yielding a NPV (8%)
of US$984m and an IRR of 29.4% - a full feasibility study was under
way as of July 2023.
Prior to 2023 Reconnaissance
mapping, prospecting and sampling work on the Kanye property has
been focussed on PL 129/2019 and which highlighted four historic
manganese occurrences within an 8km-belt; 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; geological mapping indicates that the target
horizon hosting high-grade manganese may extend continuously for at
least 4km between the Loltware and Moshaneng prospects on the
Bezant ground; laboratory assays from trench sampling by Bezant at
the Loltware manganese prospect (announced on 22 March
2022)
returned in-situ chip/grab
sample peak results of 41.4% MnO, 49.23% MnO and 40.83% MnO from
one metre wide zones of siliceous manganese mineralisation within a
continuously mineralised zone of 40m @ 11.53% MnO; At the Moshaneng
Borrow Pit, excavation of shallow clays by a local contractor for
road fill has exposed further manganese-rich pods over a width of
approximately 12-15m and a strike length of about 300m within a
continuous 2km long soil anomaly.
During 2023 on 9 February 2023 the
Company announced the results of its maiden drilling programme at
the Kanye Manganese project the highlights of which
were:
· Maiden Kanye drilling programme - 11 mainly shallow, angled
RC holes totaling 682m at Moshaneng prospect as well as one short
diamond drill hole at Loltware prospect.
· Moshaneng drilling intersected a zone of flat-lying detrital,
supergene manganese-iron mineralisation which appears to infill an
irregular karst surface over a minimum strike length of
400m.
· Among
assay intervals encountered were:
a. 6m @ 28.64% MnO
from 6m depth in hole MS-RC-12
i. Including 4m
@ 35.38% MnO from 8m depth
b. 3m @ 21.85% MnO
from 4m depth in hole MS-RC-06
c. 3m @ 21.20% MnO
from 2m depth in hole MS-RC-07
· Potential for at least another 100m of strike extension to the
southeast of holes MS-RC-07 and MS-RC-012 would extend the total
strike length to a minimum of 500m
· Less
than 25% of the more than 2km potential extent of the target
defined by soil geochemistry has been drill tested
· Grades
compare favourably with reported grades on neighbouring more
advanced manganese projects and therefore the Kanye project
warrants detailed evaluation and drilling with a view to
establishing the mineral resource potential
· Drilling at Loltware encountered encouraging manganese
enhancement in core, warranting further investigation.
On 24 July 2023 and 6 September
2023 the Company announced the results of a two phase metallurgical
testing programme undertaken by Wardell
Armstrong International, the highlights of
which were:
· Phase
2 work followed on from previous metallurgical testing reported in
July 2023, aiming to optimise manganese recovery from the
'Moshaneng' sample whilst minimising the reagent consumption rates
to improve process economics.
· Sulphuric acid leaching optimisation testwork found that
manganese recoveries of 99.5% were achievable at moderate process
conditions, specifically 60°C leaching temperature, 300kg/t of
sulphur dioxide addition, and 284kg/t of sulphuric acid
consumption.
· Grind
size had minimal influence on the final manganese recovery with
88.0% and 88.3% manganese recovery achieved for feed material
particle size distributions of 80% passing 200µm and 80% passing
150µm respectively.
· Leaching temperature had negligible effect on the final
manganese recovery with 88.0% and 89.5% manganese recovery achieved
for leach temperatures of 60°C and 90°C respectively.
· Leach
kinetics of manganese recovery were dependent on the sulphur
dioxide addition rate. Sulphur dioxide introduced incrementally,
demonstrated a staged manganese recovery.
· A
Benchmark Project Review was carried out on three recent manganese
projects which were identified as having a similar geographical
location and/or producing final products of a similar
specification.
a. Giyani Metals
K.Hill Project Botswana;
b. Manganese X Energy
Corp. Battery Hill Project Canada;
c. Euro Manganese Inc.
Chvaletice Project Czech Republic;
·
The Kanye manganese deposit demonstrates an
excellent overall manganese recovery using moderate leaching
conditions compared with benchmarked projects.
· The
Kanye deposit composite showed a negligible increase in manganese
leaching performance at elevated temperatures, which is a
favourable outcome from an OPEX perspective.
· Having established that the Kanye mineralisation is
potentially suitable for processing to high purity manganese, the
Company will now press on with planning for further exploration at
the project to expand the footprint of the deposit and advance
towards resource definition. Further metallurgical test work will
be considered at a later stage of project advancement.
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 2023 was £1,109,102 which included capitalised exploration
expenditure during the period of £80,118 (2022
£237,133).
|
|
Cyprus
On 11 November 2021 the Company
announced that it had entered into a Joint Venture Agreement with
Caerus Mineral Resources PLC in relation to three of Caerus's
copper gold projects in Cyprus.
The Bezant interims to 30 June
2022 ("Bezant Interims")
and 2021 accounts recognised a carrying value of GBP228,307
under exploration and evaluation assets
and a liability of GBP227,549 as Bezant's
share of the Joint Venture expenditure. Following the change of
management and business direction announced by Caerus in 2022 the
Company entered into discussions with Caerus in relation to the
Joint Venture. On 18 October 2022 the Company announced that
following these discussions, it was not possible for the parties to
agree on a mutual way forward in relation to the Joint Venture and
it was mutually agreed to terminate the Joint Venture.
|
|
The Company therefore in 2022 made
the following provisions in its Company and consolidated accounts
in relation to the Cyprus Joint venture:
|
|
2023
£
|
2022
£
|
Provision against exploration and
evaluation assets
|
|
-
|
228,307
|
Write back of liability in
relation to joint venture expenditure
|
|
-
|
(227,549)
|
Charge to Operating
Expenses
|
|
-
|
758
|
|
13.
|
Trade and other receivables
|
|
|
Consolidated
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Due within one year:
|
|
|
|
|
|
VAT recoverable
|
23
|
47
|
15
|
25
|
|
Other debtors
|
201
|
29
|
201
|
29
|
|
|
224
|
76
|
216
|
54
|
14.
|
Trade and other payables
|
|
|
Consolidated
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Trade creditors
|
238
|
256
|
133
|
172
|
|
Directors
|
16
|
120
|
16
|
120
|
|
Accruals
|
78
|
44
|
70
|
44
|
|
Deferred acquisition costs (note
12)
|
-
|
43
|
-
|
43
|
|
|
332
|
463
|
219
|
379
|
15.
|
Borrowings
|
|
|
Consolidated
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Balance at beginning of
year
|
623
|
-
|
623
|
-
|
|
Convertible loan receipts
|
-
|
700
|
-
|
700
|
|
Equity allocation
|
(202)
|
(154)
|
(272)
|
(154)
|
|
Transaction costs
|
(70)
|
-
|
-
|
-
|
|
Finance charge accrued
|
175
|
77
|
175
|
77
|
|
|
526
|
623
|
526
|
623
|
As announced on 30 June 2022 the Company
further to its announcement of 23 November 2021
confirmed that it had issued two drawdown notices of £350,000 each
("Tranche
1" and "Tranche
2") for a total amount of £700,000
(the "Drawdowns") under its
£1,000,000 interest free unsecured convertible
loan funding facility with Sanderson Capital Partners Ltd (the
"Lender"), a long-term
shareholder in the Company (the "Facility"). The amount drawdown
was interest free and repayable in 12 months or can be converted at
any time at the Lender's option into Bezant shares
at fixed prices for Tranche 1 of £350,000, at 0.19 pence per
share and for Tranche 2 of £350,000 at 0.225 pence per share. As
the conversion feature results in the conversion of a fixed amount
of stated principal into a fixed number of shares,
it satisfies the 'fixed for fixed' criterion and, therefore, it is
classified as an equity
instrument. The value of the liability component of £546,000 and
the equity conversion component of £154,000 were determined at the
date of the Drawdowns. The fair value of the liability component,
included in current borrowings, at inception was calculated using a
market interest rate for an equivalent instrument without
conversion option. The discount rate applied was 25%.
Under the terms of the Facility
the Lender was due;
i) a drawdown fee of £14,000 being
2% of the amount drawdown which was settled by the issue of
12,522,361 new ordinary shares of £0.00002 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) £350,000 of three year
warrants over Shares (the "Warrants"). The exercise price for the
Warrants are as follows:
· £175,000 at 0.25 pence per share for the drawdown of Tranche
1; and
· £175,000 at 0.30 pence per share for the drawdown of Tranche
2.
On 15 June 2023, the Company
announced, it had by an agreement dated 14 June 2023 agreed with
the Lender to extend the repayment date for the Drawdowns to 23
December 2024 (the "New Repayment
Date") and adjusted the conversion prices of Tranche 1 and
Tranche 2 to 0.08 pence per share (the "New Conversion Price").
The Company as a loan
extension fee i) paid the Lender a
£70,000 facility
extension and documentation fee equivalent to 6.67% per year which
was settled by the issue of 87,500,000 new ordinary shares of
0.002p each ("Shares") at
the New Conversion Price ("Facility Extension Fee Shares");
and ii) issue the Lender 437,500,000
warrants over Shares exercisable at 0.12 pence per Share (the
"Warrant Exercise Price")
exercisable for two years from the date of the Agreement.
(the "Facility
Extension Fees"). The Company has
an option to convert all or part of the £700,000 drawdown if the
Company's share price exceeds 0.14 pence for 10 or more business
days (the "Modified
Terms").
The Company determined that
the Modified Facility were in accordance
with IFRS 9 substantially different from the terms of the Facility
and that therefore the equity instrument comprising the Original
Facility was deemed to be repaid on 15 June 2023.
The Modified Facility
is an equity instrument as the conversion feature
results in the conversion of a fixed amount of stated principal
into a fixed number of shares, so it satisfies the 'fixed for
fixed' criterion and, therefore, it is classified as an equity
instrument which requires the valuation of the
liability component and the equity conversion component. The fair
value of the liability component, included in current borrowings,
at inception was calculated using a market interest rate for an
equivalent instrument without conversion option.
The discount rate applied was 25%.
16.
|
Financial instruments
|
|
|
|
(a) Interest rate risk
|
|
|
|
As the Group has no borrowings
which charge interest, so 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
|
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
US Dollars
|
1
|
2
|
6
|
2
|
|
|
AU Dollars
|
-
|
1
|
7
|
7
|
|
|
AR Pesos
|
11
|
8
|
105
|
82
|
|
|
NA Dollars
|
-
|
-
|
2
|
-
|
|
|
|
12
|
11
|
120
|
91
|
|
|
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 2022.
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
US Dollars
|
|
|
1
|
3
|
|
AU Dollars
|
|
|
1
|
(1)
|
|
AR Pesos
|
|
|
9
|
(5)
|
|
|
|
|
|
|
|
|
|
| |
|
A 10 per cent weakening of the
British Pound against the foreign currencies listed above at
31 December 2023 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
|
|
|
|
|
|
2023
|
2022
|
|
Number
|
|
|
£'000
|
£'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
|
101
|
98
|
|
Share subscription for
cash
|
102
|
-
|
|
Shares issued for exploration
project acquisitions
|
-
|
-
|
|
Shares issued on exercise of
warrants
|
-
|
1
|
|
Shares issued to settle Directors'
and PDMR fees
|
10
|
1
|
|
Shares issued to settle finance
cost
|
1
|
1
|
|
Shares issued to settle
consultants' fees
|
13
|
-
|
|
Total ordinary shares at end of
year
|
227
|
101
|
|
|
|
|
|
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
|
2,205
|
2,079
|
(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.
|
|
Number of shares
2023
|
Number
of shares 2022
|
|
Ordinary share capital is summarised below:
|
|
|
|
As at beginning of the
year
|
5,081,399,113
|
4,913,028,538
|
|
Share subscription for cash
(1)
|
5,075,000,000
|
-
|
|
Shares issued for exploration
project acquisitions (2)
|
15,763,889
|
-
|
|
Shares issued on exercise of
warrants
|
-
|
41,562,500
|
|
Shares issued to settle Directors'
and PDMR fees (3)
|
475,590,222
|
100,000,000(2)
|
|
Shares issued to settle finance
cost (4)
|
87,500,000
|
-
|
|
Shares issued to settle
consultants' fees (5)
|
645,665,645
|
26,808,075(3)
|
|
|
|
|
|
As at end of year
|
11,380,918,869
|
5,081,399,113
|
Notes re shares issued during the
year
(1) (a) on 26 April 2023 the Company issued 1,875,000,00
shares to certain directors, investors and existing shareholders
for £750,000
(b) on 18
December 2023 the Company issued 3,200,000,000 shares to certain
directors, investors and existing shareholders for
£800,000
(2) On 21 June 2023 the Company issued 15,763,889 shares in
relation to the acquisition of Virgo Resources
Ltd.
(3) (a) On 26 April 2023 the Company issued 218,700,952 shares to
settle fees due to Directors and persons
discharging managerial responsibilities under Market Abuse
Regulations (PDMRS) of £174,960.
(b) On 18 December 2023 the Company issued
256,889,280 shares to settle fees due to Directors and PDMRS of
£64,222
(4) On 21 June 2023 the Company issued 87,500,000 shares to settle
finance fees of £70,000.
(5) (a) On 13 January 2023 the Company issued 7,926,024 shares to
settle fees due to a consultant of £6,000.
(b) On 26 April 2023 the Company issued
246,808,068 shares to settle fees due to consultants of
£101,250.
(c) On 12 May 2023 the Company issued
104,875,000 shares to settle fees due to consultants of
£41,950.
(d) On 16 November 2023 the Company issued
44,056,553 shares to settle fees due to consultants of
£20,700.
(d) On 18 December 2023 the Company issued
242,000,000 shares to settle fees due to consultants of
£60,500.
|
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
|
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
The share premium was as follows:
|
|
|
|
As at beginning of year
|
39,507
|
39,303
|
|
Share subscription for
cash
|
1,448
|
-
|
|
Shares issued to settle
consultants fees
|
218
|
34
|
|
Shares issued -
Acquisitions
|
42
|
-
|
|
Shares issued - Finance
cost
|
68
|
-
|
|
Shares issued to settle Directors'
and PDMR fees[2]
|
230
|
128
|
|
Share issue costs
|
(72)
|
-
|
|
Warrants expired during
year
|
31
|
-
|
|
Warrants exercised
|
-
|
42
|
|
Warrants issued during
year
|
(41)
|
-
|
|
As at end of year
|
41,431
|
39,507
|
|
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.
|
At the year end, the Company had
the following share-based payment plans involving equity settled
share options and warrants in existence:
Share Options
Number
|
Date
granted
|
Exercise
price
|
Maximum
term
|
Vesting
dates
|
35,000,000
|
23/08/2018
|
0.5p
|
Expire
on 21/06/28
|
23
August 2018
|
25,000,000
|
23/08/2018
|
1.0p
|
Expire
on 21/06/28
|
31
January 2019
|
110,000,000
|
06/11/2020
|
0.425p
|
Expire
on 21/06/2028
|
Upon
being granted
|
110,000,000
|
06/11/2020
|
0.565p
|
Expire
on 21/06/2028
|
31 March
2021
|
31,800,000
|
12/02/2021
|
0.40p
|
Expire
on 30/09/2024
|
Upon
being granted
|
311,800,000
|
|
|
|
|
Warrants
Number
|
Date
granted
|
Exercise
price
|
Maximum
term
|
Vesting
dates
|
461,538,462
|
29/12/2021
|
0.25p
|
Expire
on 04/11/2024
|
Upon
being granted
|
50,000,000
|
06/01/2022
|
0.25p
|
Expire
on 04/11/2024
|
Upon
being granted
|
70,000,000
|
01/07/2022
|
0.25p
|
Expire
on 24/06/2025
|
Upon
being granted
|
58,333,333
|
01/07/2022
|
0.30p
|
Expire
on 24/06/2025
|
Upon
being granted
|
69,375,000
437,500,000
|
26/04/2023
14/06/2023
|
0.04p
0.12p
|
Expire
on 26/04/2025
Expire
on 14/06/2025
|
Upon
being granted
Upon
being granted
|
151,600,000
|
18/12/2023
|
0.025p
|
Expire
on 18/12/2026
|
Upon
being granted
|
3,200,000,000
|
18/12/2023
|
0.06p
|
Expire
on 18/12/2026
|
Upon
being granted
|
4,498,346,795
|
|
|
|
|
The number and weighted average
exercise prices of the above options and warrants are as
follows:
|
31 December
2023
|
31 December
2022
|
|
Number
|
Weighted average exercise
price
|
Number
|
Weighted
average exercise price
|
Outstanding at beginning of
year
|
997,825,641
|
0.33p
|
1,282,654,694
|
0.30p
|
Share options issued
|
-
|
-
|
-
|
|
Prior Years lapsed options
|
-
|
|
(27,500,000)
|
|
Lapsed/exercised
warrants/options
|
(46,153,846)
|
0.13p
|
(435,662,386)
|
0.20p
|
Warrants issued
|
3,858,475,000
|
0.065p
|
178,333,333
|
0.27p
|
Outstanding at end of year
|
4,810,146,795
|
0.123p
|
997,825,641
|
0.33p
|
19.
|
Reconciliation of movements in shareholders'
funds
|
|
|
|
|
Consolidated
|
Company
|
|
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Total comprehensive loss for the
year
|
(1,018)
|
1,482
|
(894)
|
1,891
|
|
|
|
|
|
|
|
Shares issued
|
2,060
|
164
|
2,060
|
164
|
|
Currency translation differences
on
foreign currency
operations
|
-
|
-
|
-
|
-
|
|
Warrants exercised/expired
|
-
|
43
|
-
|
43
|
|
Warrants issued
|
-
|
30
|
-
|
30
|
|
Shares issued -
Acquisitions
|
-
|
-
|
-
|
-
|
|
Opening shareholders'
funds
|
9707
|
7,988
|
11,556
|
9,428
|
|
Closing shareholders'
funds
|
10,749
|
9,707
|
12,722
|
11,556
|
|
|
|
|
|
| |
20.
|
Reconciliation of operating loss to net cash outflow from
operating activities
|
|
|
Consolidated
|
Company
|
|
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Operating (loss) from all
operations
|
(1,222)
|
(697)
|
(986)
|
(401)
|
|
|
|
|
|
|
|
Share options
|
-
|
29
|
-
|
29
|
|
Shares issued - Legal/finance
fees
|
176
|
92
|
176
|
92
|
|
Shares issued - Directors' and PDMR
Fees
|
471
|
-
|
471
|
-
|
|
Foreign exchange gain
|
8
|
-
|
107
|
-
|
|
Depreciation
|
-
|
|
-
|
|
|
Effect of exchange differences on
translation
|
199
|
-
|
-
|
-
|
|
(Increase)/decrease in
receivables
|
(148)
|
(28)
|
(161)
|
(28)
|
|
(Decrease)Increase in
payables
|
(96)
|
236
|
(126)
|
(48)
|
|
Net cash outflow from operating
activities
|
(612)
|
(368)
|
(519)
|
(356)
|
21.
|
Proceeds from the issuance of ordinary
shares
|
|
|
|
|
Consolidated
|
Company
|
|
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Share capital and premium at end of
year (note 17)
|
43,566
|
41,586
|
43,566
|
41,586
|
|
Shares issued - Legal and finance
fees
|
(70)
|
(34)
|
(70)
|
(34)
|
|
Shares issued to settle Directors'
and PDMR fees
|
(239)
|
(130)
|
(239)
|
(130)
|
|
Share issued on exploration project
acquisition
|
(43)
|
-
|
(43)
|
-
|
|
Shares issued - Consultants
fees
|
(231)
|
-
|
(231)
|
-
|
|
Warrants issued re fundraise in
year
|
41
|
|
41
|
|
|
Warrants lapsed
|
(31)
|
-
|
(31)
|
-
|
|
Share Issue costs
|
70
|
|
70
|
|
|
Share capital and premium at
beginning of year
|
(41,586)
|
(41,379)
|
(41,586)
|
(41,379)
|
|
|
1,477
|
43
|
1,477
|
43
|
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
2023
|
31
December 2022
|
|
|
|
Paid
in
the
year
|
Due at
year-end
date
|
Paid
in
the
year
|
Due
at
year-end
date
|
|
|
|
£'000
(2)
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
Colin Bird (1)
|
106
|
4
|
42
|
50
|
|
Metallurgical Management Services
Pty. Ltd (3)
|
24
|
1
|
4
|
10
|
|
R Siapno
|
9
|
3
|
12
|
-
|
|
R. Samtani
|
73
|
-
|
-
|
33
|
|
Silver Investments Ltd
(4)
|
48
|
8
|
13
|
24
|
|
|
260
|
16
|
71
|
117
|
|
|
|
|
|
|
|
|
|
| |
(1) Colin Bird 2022 fee includes the issue of 30,769,231 warrants
issued to Colin Bird in lieu of fees and which were valued at
£17,969 using a Black and Scholes option pricing model using a
risk-free rate of 0.25% and a volatility rate of 86.86%.
(2)Fees paid
in 2023 includes £117,000 unpaid from 2022.
(3) Metallurgical Management Services Pty. Ltd is a consultancy
company controlled by the director Dr. Evan Kirby.
(4) Silver Investments Ltd is a consultancy company controlled by
the director Edward Slowey.
An amount of £15,250 was paid
during 2023 (2023: £15,000) 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 £2,500 which is included in
trade and other receivables.
|
Related parties
|
|
Metallurgical Management Services
Pty. Ltd is a consultancy company controlled by the director Dr.
Evan Kirby.
Silver Investments Ltd is a
consultancy company controlled by the director Edward
Slowey.
|
23.
|
Commitments
|
|
|
|
Non-cancellable lease rentals payable as
follows:
|
|
|
2023
|
2022
|
|
|
£'000
|
£'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.
|
On 5 March 2024 the Company
announced that by an agreement dated 4
March 2024 it had agreed with Sanderson Capital Partners Limited
("Sanderson Capital" or the
"Lender") to extend the
repayment date for the £700,000 drawn down under the unsecured
convertible loan funding facility entered into with Sanderson
Capital on 22 November 2021 (the "Facility") (the "Agreement") to 31 July 2025 and that
the £700,000 drawn down is now convertible by the Lender at the
fixed price of 0.06 pence per share (the "New Conversion
Price").
On 15 March 2024 the Company
announced that, in aggregate, 447.5
million options over ordinary shares of 0.002 pence each in the
capital of the Company ("Ordinary
Shares") have been 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 447,500,000 Options,
170,000,000 have been awarded to directors of the Company,
125,000,000 to non-director PDMRs and the balance of 152,500,000,
to other eligible participants. 223,750,000 Options have an exercise price of 0.06 pence per
Ordinary Share and the balance of 223,750,000 Options have an
exercise price of 0.08 pence per Ordinary Share.
The last award of Options by the
Company was in November 2020 ("November 2020 Award"). Options awarded
to existing option holders will vest upon a material corporate
event as determined by the remuneration committee ("Corporate Event") but would include a
change of control, sale of a project, granting of a mining licence
at the Company's Hope and Gorob project in Namibia, obtaining of
financing for the proposed mine at Hope and Gorob and similar
events. The Options awarded to persons who do not already
have options and who did not participate in the November 2020 Award
have vested immediately.
On 10 June 2024 the Company
announced it has entered into an exclusive
collaboration agreement with PCB Mining Limited ("PCB Mining") on 7 June 2024 in relation
to its small scale exploration licence 24988-HQ-LEL in Zambia
("PCB Licence"). Bezant
will earn a 15% interest in the PCB Licence / PCB Mining
("PCB Project") by
providing a project restart plan for PCB Mining and assisting PCB
Mining in obtaining financing for the project restart.
PCB Mining exclusive collaboration
agreement
On 7 June 2024 Bezant
entered into an exclusive collaboration agreement
with PCB Mining Limited ("PCB
Mining") in relation to its small scale exploration licence
24988-HQ-LEL in Zambia ("PCB Licence"). Bezant will earn a 15%
interest in the PCB Licence / PCB Mining by providing a project
restart plan for PCB Mining and assisting PCB Mining in obtaining
financing for the project restart. The key commercial terms
are:
1. Services to be provided: PCB Mining have advised there is a plant on site owned by PCB
Mining and PCB Mining wish to appoint Bezant on an exclusive basis
for 180 days to;
a. prepare
and construct a capital and operating cost budget
to recommence mining operations at the Project ("Project Restart"); and
b. assist PCB Mining in obtaining finance for the Project Restart
and the appointment of a mine contractor and engineering consultant
to oversee the recommencement of the Project Restart
(the "Services").
2. Commencement of Services: Bezant are to commence the Services within 15 days of the
agreement. Commencement is defined as both physical activity
within the Licence boundaries and desktop studies related to the
Services which will include technical, financial and legal due
diligence in relation to a project of this nature.
3. Fee for Services: The fee
for the Services is a 15% interest in the PCB Licence and / or PCB
Mining.
4.
Trigger for Issue of 15%:
In the event of the completion of funding for the
Project Restart or a proposed change of control of PCB Mining and
or sale of equity in or joint venture of PCB Mining or the Project
("Trigger Event") then
Bezant has the right to be issued by PCB Mining that number of PCB
Mining shares ("Bezant's PCB
Mining shares") that taking into account Bezant's PCB Mining
shares equals 15% of PCB Mining's issued share capital as enlarged
by the issue of the Bezant's PCB Mining shares and the issue of any
unissued shares or shares related to options or other rights to
subscribe for PCB Mining shares.
5. Right to Match: Bezant
have the right but not the obligation to match the terms offered by
a mine contractor in relation to the Project Restart ("Right To Match"). In the event
that Bezant exercise their Right To Match then Bezant will be
issued a 40% shareholding in PCB Mining (inclusive of the 15% Fee
for the Services).
6. No commitment to Obtain Financing:
Bezant makes no representation or commitment that
it will be able to obtain funding for the Project
Restart.
Licence Information: As per
Zambia Mining Cadastre accessed on 7 June 2024:
1) Licence 24988-HQ-LEL is a small scale exploration licence
covering 375.4434 ha in the name of PCB Mining Limited (the
"PCB Licence");
2) The PCB Licence was applied for
on 24 June 2019 and the granted on 11 January 2023 and has an
expiry date of 10 January 2027; and
2) The PCB Licence is for cobalt,
copper, gold, iron ore, lead, manganese, silver,
zinc.
The PCB Licence is located in the
north-western province of Zambia. The PCB Licence was subject to a
dispute over ownership between PCB Mining and ZCCM-IH to which PCB
Mining obtained judgment in its favour dated 11th
September 2023. The Company understands from PCB Mining that
ZCCM-IH has not exercised its right to appeal within the stipulated
time and so have no legal claim to the PCB Licence but
notwithstanding this it is possible that the PCB Licence could in
the future be subject to further or new challenges or other
disagreements.
Information on PCB Mining: PCB Mining Limited was registered on 28 November 2018 in
Zambia with company number 120180010015 and its main activity is
the PCB Project. The non-executive chairman of PCB Mining is Caleb
Amos Mulenga and its executive director is Lukonde Makungu who is
also an executive director of Cooperlemon Consultancy Limited which
is a private Zambian based mining consultancy firm.
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.
|