Bezant Resources Plc
Annual Report
and
Financial Statements
For the year ended 30 June 2013
Bezant Resources Plc
Contents
Page
Corporate directory 2
Chairman’s statement 3
Review of operations and activities
5
Board of directors 9
Directors’ report 12
Corporate governance 17
Independent auditor’s report
Group statement of comprehensive income
Consolidated and Company statements of changes in equity
Consolidated and Company balance sheets
Consolidated and Company cash flow statements
Notes to the financial statements
Notice of Annual General Meeting
20
22
23
25
26
27
48
1
Bezant Resources Plc
Corporate directory
Directors:
Secretary:
Registered office:
Registered number:
Nominated Adviser:
Broker:
Solicitors:
Auditors:
Registrars:
Bankers:
E Kirby
B Olivier
R Siapno
L Read
Non-Executive Chairman
Chief Executive Officer
Non-Executive Director
Non-Executive Director
York Place Company Secretaries Limited
3rd Floor
White Rose House
28a York Place
Leeds, LS1 2EZ
Level 6, Quadrant House
4 Thomas More Square
London, E1W 1YW
02918391 (England & Wales)
Strand Hanson Limited
26 Mount Row
London, W1K 3SQ
Nplus1 Singer Advisory LLP
One Hanover Street
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Joelson Wilson LLP
30 Portland Place
London, W1B 1LZ
UHY Hacker Young LLP
Quadrant House
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London, E1W 1YW
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent, BR3 4TU
National Westminster Bank Plc
66 High Street
Maidenhead
Berks, SK6 1QA
National Australia Bank
Capital Office, Ground Floor
100 St Georges Terrace
Perth
Western Australia 6000
2
Bezant Resources Plc
Chairman’s statement
I am pleased to report upon the further progress made by the Company during the financial year ended 30 June
2013 and on our subsequent on-going activities to the date of this statement.
An extension to the option over our Mankayan project in the Philippines (the “Option”) was approved by
shareholders following negotiation and agreement with Gold Fields Netherlands Services BV (“Gold Fields”) for
it to make a further tranche payment to Bezant. Under the terms of the Option extension Gold Fields made a
further non-refundable cash payment of US$2.5 million and subscribed for US$7.5 million of new equity in
Bezant.
With these additional funds secured the Board of Bezant, following consultation with major shareholders,
deemed that there was sufficient working capital within the business to be able to make a capital return to
shareholders. Accordingly, Bezant undertook a UK High Court approved capital reduction process to enable it
to return approximately £5.2 million (8 pence per share) to shareholders. As part of the Option extension
agreement, Gold Fields were excluded from this return, and further to the subscription are currently interested
in approximately 21.6 per cent. of the Company’s issued share capital.
For the financial year ended 30 June 2013, the Group made a loss after tax of £1.4 million (2012: loss of £1.8
million). This loss reflects all of the Group’s expenditure including corporate costs and the cost of its ongoing
activities in Argentina and the Philippines. It is important to note that the year’s results do not reflect the
approximate £1.6 million (US$2.5 million) additional non-refundable option payment received from Gold Fields.
The appropriate accounting treatment is to capitalise this amount as a deposit/deferred income on the balance
sheet until such time as the Option is exercised or lapses when it will then be recognised in the income
statement.
The Option secured by Gold Fields is exclusive until 31 January 2014. Bezant maintains regular dialogue with
Gold Fields’ representatives in relation to operations at the Mankayan project and their adjacent Lepanto
property where Gold Fields has to date acquired a 40 per cent. ownership interest. The Company will make an
appropriate announcement, without delay, following receipt of a formal decision from Gold Fields in respect of
its Option.
In the event that the Option over the Mankayan project is exercised, it remains the Board’s intention to distribute
a significant proportion of the sale proceeds to shareholders.
During the period, the Company received the requisite approval for the Environmental Impact Assessment
(“EIA”) component of its Eureka copper-gold project in Argentina. The work undertaken at Eureka to date has
significantly developed our understanding of the geological model with trenching work yielding significant
results from the near surface mineralisation and confirming the potential for Eureka to host an economically
significant copper-gold resource.
Our ability to unlock the potential of a project like Eureka with limited capital expenditure is important, as Bezant
continues to pursue a cost effective exploration and development strategy.
I am saddened to report that, Gerry Nealon, our longstanding Chairman, passed away on 27 September 2013.
He is missed by all of us at Bezant and, on behalf of the Company, I would like to once again express our
sincere condolences to Gerry’s family. Consequently, I assumed the role of Non-Executive Chairman on an
interim basis with effect from 30 September 2013 and have now accepted the appointment on a permanent
basis.
The period reported on has been an extremely difficult time for companies, both large and small, operating in
the mining sector. At Bezant we have focused on efficient capital outlay and carefully considering the best
means to achieve value for shareholders from both our corporate and operational decisions.
3
Bezant Resources Plc
Chairman’s statement (continued)
Bezant has successfully returned cash to its shareholders and remains well capitalised to continue to secure
value from its copper-gold assets in the current markets.
Dr Evan Kirby
Non-Executive Chairman
12 November 2013
4
Bezant Resources Plc
Review of operations and activities
1. Corporate Activities
In October 2011 the Company entered into an option agreement with Gold Fields for the potential disposal of
Asean Copper Investments Limited (“Asean”) which holds the Group’s entire interest in its flagship Mankayan
copper-gold project in the Philippines. As previously announced, pursuant to the terms of an option agreement
(the “Option Agreement”) Gold Fields paid a non-refundable upfront cash payment of US$7 million, with a
further cash sum of US$63 million becoming payable should the Option be exercised prior to its scheduled
expiry date on 31 January 2013.
On 10 December 2012, the Company announced the proposed extension of the Option for the disposal of
Asean and a proposed equity participation in Bezant by Gold Fields. The Company also outlined its plans for
an initial return of capital to shareholders, whereby a minimum of US$7.5 million would be distributed to
shareholders.
On 10 January 2013, the Company received shareholder approval for the proposed Option extension
agreement and equity participation by Gold Fields. Under the terms of the Option extension and subscription
agreements:
•
•
•
A further US$2.5 million non-refundable upfront payment was made to Bezant
Gold Fields subscribed for US$7.5 million of equity in Bezant at a price of 25.97 pence per ordinary share
The Option was extended until 31 January 2014 with revised consideration of US$60.5 million to be paid
on future exercise of the Option
On 7 May 2013, shareholders duly approved the proposed capital return of approximately £5.2 million (8 pence
per share) to shareholders, other than Gold Fields, as well as the cancellation of part of the Company’s share
premium account and all of the Company’s deferred shares.
On 22 May 2013, the Company received the requisite approval for the reduction of capital from the High Court
and on or around 30 May 2013, 8 pence per share was returned to shareholders.
On 15 October 2012, the Company was also pleased to announce the appointment of Mr. Laurence Read as
a Non-Executive Director of the Company. Mr. Read has considerable experience advising natural resources
companies and brings invaluable knowledge and expertise to assist with the Group’s future growth.
2. Philippines – Mankayan Copper-Gold Porphyry Project
The Mineral and Production Sharing Agreement covers a total of 534 hectares in the Guinaoang area of the
Philippines (the “Mankayan Project”). The Mankayan Project is located in the Mankayan-Lepanto mining
district, an area of porphyry copper belts in the Philippines, and is similar to several other deposits that have
already been developed by third parties, such as the St Thomas deposit near Baguio City. The project site is
situated adjacent to the copper/gold mine owned and run by Lepanto Consolidated Mining Company. The
Mankayan-Lepanto area has been mined for centuries and is readily accessible by both road and air. The
Mankayan deposit was discovered in the early 1970s and since then has been extensively drilled, with four
historical programmes being completed covering more than 45,000 metres of diamond drilling over 48 holes.
From late 2007 to mid 2009 the Company completed a 9,778 metre drill programme over 9 holes along the full
strike length of the deposit in order to expand upon, and test the validity of, the historical drilling results and to
provide samples for density and metallurgical testwork.
On 17 December 2010, the Company announced maiden independent JORC Ore Reserve and Mineable
Inventory Statements, commissioned from international expert consultants as part of a conceptual (technical
and economic) study on its Mankayan Project (the “Study”), comprising Probable Ore Reserves of 189 million
tonnes at 0.46% copper and 0.49g/t gold and resulting in total Recoverable Metal Reserves of 811,000 tonnes
of copper and 2,210,000 ounces of gold. The total Mining Inventory is approximately 390 million tonnes of ore
5
Bezant Resources Plc
Review of operations and activities (continued)
at an average grade of 0.38% copper and 0.42g/t gold, equating to approximately 1.4 million tonnes of copper
and 3.9 million ounces of gold, the latter relating to all of the indicated and inferred material incorporated by the
mine design.
In January 2011, the Company announced the full results of the completed Study. The conceptual mine design
completed for the Study utilised a block caving mining method. Block caving is considered to be an appropriate
and common method to mine large deposits, such as that encountered at Mankayan, provided the
characteristics of the rock mass lend the ore body to be suitable for caving. The Study applied the general
principles of block cave mining to the Mankayan deposit and considered the distinct characteristics of the ore
body. It presented an overall mine layout in accordance with the highest industry standards.
An annual mine production rate of 12 million tonnes per annum (“Mtpa”) was selected, resulting in a mine life
of 42 years, which was seen to be well within the capabilities of the ore body. At a draw down rate of
100 millimetres per day, approximately 12 Mtpa per lift would be produced derived from benchmarking shaft
haulage at some of the world’s biggest underground mines, including those within Australia, and specifically
those block caving mines that are mining up to 500 metre ore columns. The conceptual mine comprises a
ventilation shaft, a haulage shaft for ore hoisting and a decline ramp used primarily to transport personnel to
and from the mine workings, as well as to haul waste to the surface dumps. This allows for uninterrupted ore
haulage through the shaft without incurring delays for the transportation of personnel. The block cave layout
was designed such that each mining lift will have an undercut level, an extraction level, a fresh airway level, a
return airway level and a crushing/conveying level.
The concentrator design was based on Australian and international experience of proven operations, with
high-throughput copper-gold ore treatment. The single processing line incorporates two-stage milling in closed
circuit with cyclones, flash flotation cells and dedicated flash cleaner cells. A pebble crusher operates in closed
circuit with the primary mill.
Mill cyclone overflow gravitates to rougher and scavenger flotation. Rougher concentrates are reground before
cleaning. Scavenger and cleaner scavenger tails are thickened before discharge to the tailings storage facility.
Copper and a portion of the gold are recovered by froth flotation to a copper sulphide concentrate that is then
sold to international or local smelters. The remaining gold is recovered on site as bullion, by gravity
concentration of the flash flotation concentrate.
Concentrator operating costs were based on an estimate of consumables such as mill liners, steel balls,
flotation reagents, water and electrical power. Flotation reagent cost estimates allow for the use of modern
high-technology selective copper/gold collectors.
Cyanide is not used in any part of the process.
The Study calculated that approximately 95,000 metres of operating development and 2.5 million metres of
longhole drilling would be undertaken during the project’s development. The total capital infrastructure costs
over the project’s life was calculated at approximately US$1.2 billion, with a total revenue per tonne of
US$33.72 and total costs per tonne of US$21.01.
The Mankayan Project is currently the subject of an Option granted to Gold Fields with an extended expiry date
of 31 January 2014.
6
Bezant Resources Plc
Review of operations and activities (continued)
3. Argentina – Eureka Copper-Gold Project
The project comprises a package of 11 highly prospective copper and gold licences. The 11 licences are
located north-west of Jujuy near to the Argentine border with Bolivia and cover, in aggregate, an area in excess
of approximately 5,500 hectares, accessible via a series of gravel roads. Historic exploration activities have
been conducted on the project area since the 1980s by Minera Penoles, Codelco and Mantos Blancos,
with unaudited unclassified estimates in the order of, in aggregate, up to approximately 62 million tonnes
grading at 1% copper and approximately 52,000 ounces of gold as credits. The copper oxide mineralisation
occurs in loosely consolidated conglomerates and is the focus of the project’s economic potential. Bezant is
seeking to build up an understanding of the geological model to assess the economic viability of delineating a
JORC standard resource at Eureka.
As announced on 8 October 2012, over 2,800 metres of vertical electrical sounding, using a Schlumberger
array, was carried out by ITAGH Consulting Group at known outcrops of mineralisation and also alongside new
exploration trenches across the Eureka I Mine tenement area. The geophysical interpretations were:
•
•
•
Increase in the thickness of mineralised copper layers from the south (around 35 metres) to the north
(>60 metres) – Eureka North Area;
Identification of mineralised paleochannels (ancient inactive and buried channels) trending SSE/NNW;
and
Mineralised lenses appear to increase in thickness along a SSE/NNW direction. The direction appears to
be related to a regional reverse fault with the same orientation.
The survey indicated an increase in the thickness of copper mineralisation in the project area thereby facilitating
the development of a further exploration methodology for future exploration programmes.
Despite initial delays, on 30 May 2013, the Company announced that it had received approval of its
comprehensive Environmental Impact Assessment (“EIA”), submitted in April 2012, from the relevant provincial
authorities. The approved EIA includes 10 of the 11 licences, covering approximately 3,400 hectares of the total
5,500 hectare Eureka Project area. The approved area covers the entire historically known mining area plus all
of the prospective exploration areas identified by the Company. As part of the EIA, Bezant undertook a range
of geophysical and geochemical tests in order to formulate a cost effective exploration programme. Rock
samples collected, including from areas without clearly identifiable copper seams, returned copper values
ranging from 27ppm to 4.48%. The average copper value for all the 18 surface rock samples equated to
1.7% Cu, eleven of which returned values in excess of 1% Cu namely, 1.1%, 1.2%, 1.8%, 2.1%, 2.3%, 2.35%,
2.8%, 3.5%, 4.0%, 4.2% and 4.5% Cu. The samples containing 1% or more copper were taken along a 1,000
metre strike extent of identifiable copper mineralisation outcropping on surface.
On 16 October 2013, post reporting period end, the Company announced the results of its Phase One trenching
and sampling programme. Assay results were returned for 68 samples taken from 17 trenches. The results
indicated an average 1.68 per cent. copper content for the samples assayed. The results also indicated that
the near surface mineralisation is potentially amenable to heap leaching, while the carbonate content of the
conglomerate is reported to be low, indicating potential for low acid consumption.
4. Tanzania – Mkurumu Project
All exploration activities in Tanzania were discontinued in prior years and the original exploration costs were
fully impaired in 2010. In March 2012, the Company announced that it had agreed with Ashanti Exploration
(Tanzania) Limited the termination of certain pre-existing joint venture arrangements and negotiated a new
agreement whereby it received a reduced free carried interest of 5 per cent. along with a Net Smelter Return
Royalty of 2 per cent. and was no longer exposed to any further exploration expenditure on the project.
On 3 June 2013, Bezant announced that it had received notification from AngloGold Ashanti Limited stating
7
Bezant Resources Plc
Review of operations and activities (continued)
that, further to a peer review of their various projects, they had decided to terminate the Mafulira Project. Their
detailed analysis concluded that the Mafulira Project, which included the Mkurumu Project, was not
economically viable. Accordingly, the new agreement was also terminated.
Dr. Bernard Olivier
Chief Executive Officer
12 November 2013
8
Bezant Resources Plc
Board of directors
Dr. Bernard Olivier (Chief Executive Officer) (Appointed 26 April 2007)
Experience and Expertise
Bernard Olivier, aged 37, received his PhD in Economic Geology from the University of Stellenbosch, South
Africa in 2006. He has been working as a geologist since 1998 and has worked throughout various African and
Asian countries, among them Tanzania, South Africa, Zambia, Burundi, Malawi, Namibia, Cambodia, Lao PDR
and the Philippines. He has worked on various exploration and development projects as well as active mining
operations on a variety of commodities including, gold, gemstones, uranium, diamonds, PGE’s, base metals
and coal.
Other current directorships
Executive Director of Richland Resources Limited (formerly Tanzanite One Limited) and Non-executive
Chairman of LP Hill Plc (both listed on AIM) and Director of its subsidiaries Enviroplats Limited and Tranomaro
Mineral Development Corporation Limited and Director of Serengeti Resources Limited.
Former directorships in the last 5 years
Great Australian Resources Limited (formerly listed on ASX) and Kirkwood Resources Limited.
Special responsibilities
Chief Executive Officer/Technical Director/Executive Committee.
Interests in shares and options
497,800 fully paid ordinary shares in Bezant Resources Plc.
219,780 options over ordinary shares in Bezant Resources Plc.
Dr. Evan Kirby (Non-executive Chairman) (Appointed 4 December 2008)
Experience and Expertise
Evan Kirby, aged 62, is a metallurgist with over 30 years of international involvement. At the end of 1975, he
moved to South Africa and worked for Impala Platinum, Rand Mines and then Rustenburg Platinum Mines. In
1992, he moved to Australia to work for Minproc Engineers and then Bechtel Corporation from 1997 until 2002.
After leaving Bechtel, he established his own consulting company to continue with his ongoing mining project
involvement. Evan’s personal “hands on” experience covers the financial, technical, engineering and
environmental issues associated with a wide range of mining and processing projects.
Other current directorships
Technical Director of Luiri Gold Limited (listed on ASX), Non-executive Director of Nyota Minerals Limited (listed
on AIM and ASX) and Director of Metallurgical Management Services Pty. Limited.
Former directorships in the last 5 years
China Goldmines Plc (formerly listed on AIM), Sylvania Resources Limited (formerly listed on ASX, currently
listed on AIM as Sylvania Platinum Limited) and Great Australian Resources Limited (formerly listed on ASX).
9
Bezant Resources Plc
Board of directors (continued)
Special responsibilities
Chairman of the Board/Remuneration & Audit Committees.
Interests in shares and options
None.
Mr. Ronnie Siapno (Non-Executive Director) (Appointed 25 October 2007)
Experience and Expertise
Ronnie Siapno, aged 49, graduated from the Saint Louis University in the Philippines in 1986 with a Bachelor
of Science degree in Mining Engineering and is currently a member of both the Philippine Institute of Mining,
Metallurgical and Geological Engineers and 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.
Former directorships in the last 5 years
None.
Special responsibilities
Mankayan Project: Director of Operations.
Remuneration & Audit Committees.
Interests in shares and options
None.
Mr. Laurence Read (Non-Executive Director) (Appointed 15 October 2012)
Experience and Expertise
Laurence Read, aged 36, has spent the last 12 years advising natural resources companies, funds and
advisers on strategic development and global investor relations. He has experience working with off-take
groups, producers, resource developers, service providers and explorers across a diverse range of minerals.
Other current directorships
Chief Executive Officer of Mowbrai Limited.
10
Bezant Resources Plc
Board of directors (continued)
Former directorships in the last 5 years
None.
Equity Partner of Porta Communications which had a controlling stake in Threadneedle Communications
Limited.
Special responsibilities
Remuneration Committee.
Interests in shares and options
None.
11
Bezant Resources Plc
Directors’ report
For the year ended 30 June 2013
The Directors present their report together with the audited accounts of Bezant Resources Plc (the “Company”)
and its subsidiary undertakings (the “Group” or “Bezant”) for the year ended 30 June 2013.
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 2918391 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.
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 30 June 2013.
Principal risks and uncertainties facing the Company
The principal risks and uncertainties facing the Company are the risk of not finding adequate mineral reserves,
risks associated with securing personnel, services and equipment required to develop its assets and
uncertainties concerning fluctuations in commodity prices and foreign exchange rates. However, the Company
has managed to secure service contracts in relation to its exploration activities (currently limited to the
Philippines and Argentina) on a timely basis, such that its projects continue to be developed in accordance with
applicable work programmes, and has established various networks of contacts, key contractors and other
personnel to assist in their further development. The Company is also 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.
Further, at the date of this report, Gold Fields has yet to officially inform the Company of its intentions in respect
of the potential exercise of its Option over the Mankayan Project, as approved by shareholders at the General
Meeting held on 26 October 2011, which lapses on 31 January 2014 following an extension approved by
shareholders at the General Meeting held on 10 January 2013.
Performance of the Company
The Company is an exploration entity whose assets comprise early-stage projects that are not yet at the
production stage. Currently, no revenue is generated from such projects. The key performance indicators for
the Company are therefore linked to the achievement of project milestones and the increase in overall
enterprise value.
Group structure and changes in share capital
Details of movements in share capital during the year are set out in Note 17 to the financial statements.
12
Bezant Resources Plc
Directors’ report (continued)
For the year ended 30 June 2013
Directors
The following directors have held office during and subsequent to the reporting period:
Gerry Nealon (deceased 27 September 2013)
Bernard Olivier
Ronnie Siapno
Evan Kirby
Laurence Read (appointed 15 October 2012)
Directors’ interests
The beneficial and non-beneficial interests of the current and immediate past directors and related parties in
the Company’s shares were as follows:
30 June 2013
Ordinary
shares of
0.2p each
Share
options
Notes
363,000
497,800
439,560
219,780
–
–
–
–
–
–
30 June 2012
Ordinary
shares of
0.2p each
Share
options
363,000
497,800
439,560
219,780
–
–
–
–
–
–
(1)
(2)
–
–
–
G. Nealon
B. Olivier
R. Siapno
E. Kirby
L. Read
Notes:
(1) 439,560 share options granted on 15 June 2007 with an exercise price of 91 pence per share.
(2) 219,780 share options granted on 15 June 2007 with an exercise price of 91 pence per share.
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 also meets the requirements of the Listing Rules of the Financial Conduct Authority and describes
how the Board has applied the principles of good governance relating to Directors’ remuneration set out in the
UK 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 Director 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.
The service contracts of the Executive and all the Non-Executive Directors are all subject to a twelve month
termination period. Under the current service contracts, the Chief Executive Officer is paid £120,000 in total
per annum, as direct salary and Directors’ fees, with this amount being paid to the consulting company of the
Chief Executive Officer.
13
Bezant Resources Plc
Directors’ report (continued)
For the year ended 30 June 2013
Each Non-Executive Director is entitled to receive up to £15,000 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 below and in Note 24.
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 was as follows:
Directors’
Fees
£
15,000
15,000
12,000
15,000
16,750
Salary and
Consulting
Fees
Share based payment
– shares and options
£
115,000
105,000
–
35,000
15,750
£
–
–
–
–
–
Total
£
130,000
120,000
12,000
50,000
32,500
G. Nealon
B. Olivier
R. Siapno
E. Kirby
L. Read
Notes:
1. Directors’ remuneration shown above comprises all of the salaries, Directors’ fees, consulting fees and other benefits and emoluments
paid to Directors for the financial year ended 30 June 2013.
2. All share options are now vested in full.
3. Mr Read’s Director’s fees includes NIC and UK payroll tax.
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 now principally involved in two exploration projects, located within the Philippines and
Argentina respectively.
The Company has submitted suitable Environmental Programmes to the relevant authorities in both the
Philippines and Argentina in accordance with applicable law, having been duly approved, prior to the instigation
of exploration activities. The Company received formal approval of its Environmental Impact Assessment
(“EIA”) in respect of its “Eureka Project” in Argentina on 30 May 2013.
During the reporting period, both of our 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 reporting period.
14
Bezant Resources Plc
Directors’ report (continued)
For the year ended 30 June 2013
Substantial & Significant Shareholdings
The Company has been notified, in accordance with DTR 5 of the FCA’s Disclosure and Transparency Rules,
or is aware, of the following interests in its ordinary shares as at 8 November 2013 of those shareholders with
a 3% and above equity holding in the Company.
Vidacos Nominees Limited
W B Nominees Limited
Rathbone Nominees Limited
Barclayshare Nominees Limited
TD Direct Investing Nominees
Roy Nominees Limited
Vestra Nominees Limited
Number of
Ordinary Shares
Percentage of
issued share
capital
26,102,630
31.47%
4,703,385
4,327,718
4,206,630
3,935,150
3,775,801
3,078,689
5.67%
5.22%
5.07%
4.74%
4.55%
3.71%
Creditor Payment Policy and Practice
It is the Company’s policy that payments to suppliers are made in accordance with those terms and conditions
agreed between the Company and its suppliers, provided that all trading terms and conditions have been
complied with.
Political and charitable contributions
There were no political or charitable contributions made by the Group during the year ended 30 June 2013.
Information to Shareholders – Website
The Company has its own web site (www.bezantresources.com) for the purposes of improving information flow
to shareholders, as well as to potential investors.
Statement of responsibilities of those charged with Governance
The Directors are responsible for preparing the financial statements in accordance with applicable laws and
International Financial Reporting Standards as adopted by the European Union. 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.
15
Bezant Resources Plc
Directors’ report (continued)
For the year ended 30 June 2013
The Directors are responsible for keeping proper 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 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.
Annual General Meeting
The Company will hold an Annual General Meeting on Friday 6 December 2013 and the wording of each
resolution to be tabled is set out in the Notice of Meeting.
Resolution 5, which is to be tabled as a special resolution, is to grant the Directors the authority to allot shares
on a non pre-emptive basis. This authority to allot enables the Company to meet its obligations, if required, in
accordance with the Share Option Plan ratified by the Company’s shareholders at a general meeting of the
Company held on 9 July 2007 and also the Warrants issued to Strand Hanson Securities Limited on
4 May 2012, and grants the Directors additional general authority for the allotment of equity securities on a
non-pre-emptive basis, to enable the Company the flexibility to raise additional working capital if required.
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
Meeting by 11.00 a.m. on 4 December 2013.
By order of the Board
Dr. Evan Kirby
Non-executive Chairman
12 November 2013
16
Bezant Resources Plc
Corporate governance
The UK Corporate Governance Code
The Company is listed on AIM, a market operated by the London Stock Exchange, and is not required to comply
with the requirements of The UK Corporate Governance Code (the “Code”). However, the Board is committed
to the high standards of good corporate governance prescribed in the Code and seeks to apply its principles,
in so far as practicable, having regard to the current size and structure of the Group. The Board is accountable
to the Company’s shareholders and the Company has adopted the QCA’s Corporate Governance Code for
Small and Mid-Size Quoted Companies 2013.
Board of Directors and Committees
During the financial year, the Directors met on a frequent basis, with two of the current four Directors operating
from within the same office. The Board currently consists of one executive Director (being the CEO), along with
three non-executive Directors. Therefore, at least half of the Board is comprised of non-executive Directors, as
recommended by the Code.
The Board is responsible for determining policy and business strategy, setting financial and other performance
objectives and monitoring achievement. 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. However, no formal schedule of Board Meetings has been deemed necessary to date and no
schedule of matters specifically reserved to the Board for decision, has yet been established.
To enable the Board to function effectively and to discharge its duties, Directors are given full and timely access
to all relevant information. They have ready access to the advice and services of the Company’s Solicitors,
along with the Company Secretary and may seek independent advice at the expense of the Company, where
appropriate. However, no formal procedure has been agreed with the Board regarding the circumstances in
which individual directors may take independent professional advice.
The 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 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 substantially.
The current Directors’ biographical details are set out on pages 9, 10 and 11.
The non-executive Directors are independent of management and are free from any business or any other
relationship which could interfere materially with the exercise of their independent judgement. The
non-executive Directors are appointed for specified terms and are subject to re-election and to the Companies
Act provisions relating to the removal of a Director. Reappointment of non-executive Directors is not automatic.
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.
The Directors have established the following two committees, both of which report to the Board and have
written terms of reference which deal clearly with their respective authorities and duties.
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 is comprised of
two non-executive Directors, namely Dr. Evan Kirby and Mr. Ronnie Siapno.
17
Bezant Resources Plc
Corporate governance (continued)
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.
Finance personnel are periodically instructed to conduct specific reviews of business functions relating to key
risk areas and to report their findings to the Board.
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 is comprised of all the non-executive Directors, namely Dr. Evan Kirby,
Mr. Ronnie Siapno and Mr. Laurence Read.
The remuneration and terms and conditions of appointment of the non-executive Directors is determined by the
Board.
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
The Board is currently carrying out a detailed review and assessment of the effectiveness of the Group’s
system of internal control, a process that will be maintained on an annual basis.
Going concern
The Group meets its day to day working capital requirements through the cash balances held with its bankers.
The Directors have formed the judgement that at the time of approving the financial statements, the Group and
the Company had adequate resources to continue in existence for the foreseeable future. Therefore, the
Directors consider the adoption of the going concern basis in preparing the financial statements to be
appropriate. Currently, the Company does not seek any borrowings to operate the Company and all future
supplemental funding may be assisted through investors, as and when required, in order to finance working
capital requirements and potential new project opportunities, as they may develop. It is also intended that any
18
Bezant Resources Plc
Corporate governance (continued)
further significant funding may be addressed through the suitable disposal of assets, subject to the prior
approval of shareholders at a duly convened General Meeting where appropriate.
Relations with shareholders
The Board attaches considerable importance to the maintenance of good relationships with shareholders.
Presentations by the Directors to institutional shareholders and City analysts are made as and when considered
appropriate by the Board and the Company’s advisers.
All shareholders are invited to attend the Annual General Meeting and all General Meetings, when required,
and are encouraged to take the opportunity of putting questions to the Board.
The Annual General Meeting is regarded as an opportunity to communicate directly with private shareholders.
Dr. Evan Kirby
Non-executive Director
12 November 2013
19
Bezant Resources Plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC
FOR THE YEAR ENDED 30 JUNE 2013
We have audited the financial statements of Bezant Resources Plc for the year ended 30 June 2013 which
comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company
Statements of Changes in Equity, the Consolidated and Parent Company Balance Sheets, the Consolidated
and Parent Company Cash Flow Statements and the related notes. The financial reporting framework that has
been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union and, as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 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.
Respective responsibilities of directors and auditor
As explained more fully in the Statement of responsibilities of those charged with governance, set out on
pages 15 and 16, the directors are responsible for the preparation of the financial statements and for being
satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial
statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB’s website at
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s
affairs as at 30 June 2013 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the Parent Company financial statements have been properly prepared in accordance with IFRSs as
adopted by the European Union and as applied in accordance with the provisions of the Companies Act
2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements.
20
Bezant Resources Plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC (continued)
FOR THE YEAR ENDED 30 JUNE 2013
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
•
•
•
•
adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
the Parent 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.
Michael Egan (Senior Statutory Auditor)
for and on behalf of UHY Hacker Young
Chartered Accountants
Statutory Auditor
Quadrant House
4 Thomas More Square
London E1W 1YW
12 November 2013
21
Bezant Resources Plc
Bezant Resources Plc
Group Statement of Comprehensive Income
For the year ended 30 June 2013
Continuing operations
Group revenue
Cost of sales
Gross profit/(loss)
Administrative expenses
Group operating loss
Interest receivable
Share of Associates’ loss
Loss before taxation
Taxation
Loss for the year
Attributable to:
Equity holders of the Company
Other comprehensive income:
Items that can be subsequently
reclassified to the income statement
Foreign currency reserve movement
Total comprehensive expense for the year
attributable to equity holders of the Company
Loss per share (pence)
Basic & Diluted
Notes
3
4
5
6
2013
£’000
–
–
–
(1,287)
(1,287)
7
(118)
(1,398)
–
(1,398)
2012
£’000
–
–
–
(1,652)
(1,652)
9
(193)
(1,836)
–
(1,836)
(1,398)
(1,836)
85
143
(1,313)
(1,693)
7
(1.90p)
(2.82p)
22
Bezant Resources Plc
Bezant Resources Plc
Statement of Changes in Equity
For the year ended 30 June 2013
Share
Capital
£’000
Share
Premium
£’000
Other Accumulated
Losses
£’000
Reserves
£’000
Total
Equity
£’000
13,025
(1,398)
85
(1,313)
4,661
(5,200)
533
–
85
85
–
–
(19,266)
(1,398)
–
(1,398)
–
–
618
(20,664)
11,173
390
–
143
143
533
(17,430)
(1,836)
–
14,718
(1,836)
143
(1,836)
(1,693)
(19,266)
13,025
Consolidated
Balance at 1 July 2012
Current year loss
Foreign currency reserve
Total comprehensive expenses for the year
Share issues
Capital return
Balance at 30 June 2013
Consolidated
Balance at 1 July 2011
Current year loss
Foreign currency reserve
Total comprehensive expenses for the year
Balance at 30 June 2012
784
–
–
–
36
(654)
166
784
–
–
–
784
30,974
–
–
–
4,625
(4,546)
31,053
30,974
–
–
–
30,974
23
Bezant Resources Plc
Bezant Resources Plc
Statement of Changes in Equity
For the year ended 30 June 2013 (continued)
Share
Capital
£’000
Share
Premium
£’000
Other Accumulated
Losses
£’000
Reserves
£’000
Total
Equity
£’000
13,240
(1,054)
(1,054)
4,661
(5,200)
407
–
–
–
–
(18,925)
(1,054)
(1,054)
–
–
407
(19,979)
11,647
265
–
142
142
407
(17,292)
(1,633)
–
14,731
(1,633)
142
(1,633)
(1,491)
(18,925)
13,240
Company
Balance at 1 July 2012
Current year loss
Total comprehensive expenses for the year
Share issues
Capital return
Balance at 30 June 2013
Company
Balance at 1 July 2011
Current year loss
Foreign currency reserve
Total comprehensive expenses for the year
Balance at 30 June 2012
784
–
–
36
(654)
166
784
–
–
–
784
30,974
–
–
4,625
(4,546)
31,053
30,974
–
–
–
30,974
24
Bezant Resources Plc
Bezant Resources Plc
Consolidated and Company Balance Sheets
As at 30 June 2013
ASSETS
Non-current assets
Plant and equipment
Investments
Deferred exploration and evaluation costs
Total non-current assets
Current assets
Trade and other receivables
Cash at bank and in hand
Total current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Trade and other payables
Total current liabilities
NET ASSETS
EQUITY
Share capital
Share premium account
Share based payment reserve
Other reserves
Accumulated losses
SHAREHOLDERS’ EQUITY
Notes
11
12
13
14
15
17
17
19
19
19
Consolidated
Company
2013
£’000
87
7,696
4,796
2012
£’000
43
7,679
4,784
2013
£’000
14
9,923
3,129
2012
£’000
21
9,602
3,109
12,579
12,506
13,066
12,732
77
3,826
3,903
25
4,287
4,312
14
3,816
3,830
24
4,203
4,227
16,482
16,818
16,896
16,959
5,309
5,309
3,793
3,793
5,249
5,249
3,719
3,719
11,173
13,025
11,647
13,240
166
31,053
265
353
(20,664)
784
30,974
265
268
(19,266)
166
31,053
265
142
(19,979)
784
30,974
265
142
(18,925)
11,173
13,025
11,647
13,240
These financial statements were approved by the Board of Directors on 12 November 2013 and signed on its
behalf by:
Dr. Evan Kirby
Non-executive Chairman
Company Registration No. 02918391
25
Bezant Resources Plc
Bezant Resources Plc
Consolidated and Company Cash Flow Statements
For the year ended 30 June 2013
Net cash outflow from operating activities
Notes
21
Cash flows from investing activities
Interest received
Other income
Payments for plant and equipment
Payments to fund exploration
Payments to acquire subsidiary
Payments to acquire associates
Loans to associates and subsidiaries
Deposit for grant of option
Cash flows from financing activities
Cash proceeds from issue of shares
Capital return
Decrease in cash
Cash and cash equivalents at beginning of year
Foreign exchange movement
Cash and cash equivalents at end of year
Consolidated
Company
2013
£’000
(1,528)
7
38
(55)
(20)
–
–
(39)
1,559
1,490
4,661
(5,200)
(539)
(577)
4,287
116
3,826
2012
£’000
(1,653)
9
60
(6)
(598)
(1,344)
–
(353)
3,610
1,378
–
–
–
(275)
4,418
144
4,287
2013
£’000
(1,344)
7
38
–
(20)
–
–
(245)
1,559
1,339
4,661
(5,200)
(539)
(544)
4,203
157
3,816
2012
£’000
(1,712)
8
60
(6)
(566)
–
(403)
(1,146)
3,610
1,557
–
–
–
(155)
4,255
103
4,203
26
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
General information
Bezant Resources Plc 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 Group is listed on AIM and has the
TIDM code of BZT. Information required by AIM Rule 26 is available in the section of the Group’s website with
that heading at www.bezantresources.com.
1. Accounting policies
1.1 Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the periods presented, unless otherwise
stated below.
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 International Financial Reporting Standards (“IFRS”) including IFRS 6 ‘Exploration for and
Evaluation of Mineral Resources’, as adopted by the European Union (“EU”).
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its
subsidiary undertakings and have been prepared using the principles of acquisition accounting, which
includes the results of the subsidiaries from their dates of acquisition.
All intra-group transactions, income, expenses and balances are eliminated fully on consolidation.
A subsidiary undertaking is excluded from the consolidation where the interest in the subsidiary
undertaking is held exclusively with a view to subsequent resale and the subsidiary undertaking has not
previously been consolidated in the consolidated accounts prepared by the parent undertaking.
Business combination
On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their
fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the
identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below
the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to profit and
loss in the period of acquisition. The interest of minority shareholders is stated at the minority,s proportion
of the fair values of the assets and liabilities recognised. Subsequently, any losses applicable to the
minority interest in excess of the minority interest are allocated against the interests of the parent.
Investment in associated companies is accounted for using the equity method.
27
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
1.1 Accounting policies (continued)
New IFRS standards and interpretations not applied
There were no IFRS standards or IFRIC interpretations adopted for the first time in these financial
statements that had a material impact on the Group/Company,s financial statements.
At the date of approval of these financial statements, the following Standards and Interpretations which
may be applicable to the Group, but have not been applied in these financial statements, were in issue
but not yet effective:
International Financial Reporting Standards (IFRS/IFRIC)
Separate Financial Statements
IAS 27
Investments in Associates and Joint Ventures
IAS 28
Financial Instruments – Classification and Measurement
IFRS 9
Consolidated Financial Statements
IFRS 10
Joint Arrangements
IFRS 11
Disclosure of Interest in Other Entities
IFRS 12
IFRS 13
Fair Value Measurement
IFRS 10,
IFRS 12
and IAS 27
IAS 19
IAS 32
Investment Entities
Employee Benefits (2011)
Amendments to IAS 32 Offsetting Financial Assets and
Financial Liabilities
Recoverable Amount Disclosures for Non-Financial Assets
Novation of Derivatives and Continuation of Hedge Accounting
Amendments to IFRS 1 Government Loans
Amendments to IFRS 7 Disclosures – Offsetting Financial Assets
and Financial Liabilities
Stripping Costs in the Production Phase of a Surface Mine
Levies
IFRIC 20
IFRIC 21
Annual improvements to IFRSs (2009 – 2011)
Consolidated Financial Statements, Joint Arrangements and Disclosure of
Interests in Other Entities: Transition Guidance
IAS 36
IAS 39
IFRS 1
IFRS 7
Effective date – financial
periods beginning on or after
1 January 2013
1 January 2013
1 January 2015
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2014
1 January 2013
1 January 2014
1 January 2014
1 January 2014
1 January 2013
1 January 2013
1 January 2013
1 January 2014
1 January 2013
1 January 2013
The Group does not anticipate that the adoption of these standards will have a material effect on its
financial statements in the period of initial adoption.
1.2 Significant accounting judgments, estimates and assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and
assumptions of future events. The key estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of certain assets and liabilities within the next annual
reporting period are:
Share-based payment transactions:
The Group measures the cost of equity-settled transactions with directors, consultants and employees
by reference to the fair value of the equity instruments at the date at which they are granted. The fair
value is determined by using a Black and Scholes model.
28
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
1.2 Significant accounting judgments, estimates and assumptions (continued)
Impairment of investments and deferred exploration expenditure:
The Group determines whether investments 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 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.
1.3 Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured. The following specific recognition criteria must also be met
before revenue is recognised:
(i) Sale of goods
Revenue from the sale of goods (precious and base metals) is recognised when the significant risks and
rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in
respect of the transaction can be measured reliably. Risks and rewards of ownership are considered
passed to the buyer at the time of delivery of the goods to the customer.
(ii) Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield
on the financial asset.
1.4 Financial assets
Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss,
loans and receivables, and available for sale. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of its financial assets at initial
recognition.
a) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trade. A financial asset is
classified in this category if acquired principally for the purpose of selling in the short-term. Derivatives
are also categorised as held for trading unless they are designated as hedges. Assets in this category
are classified as current assets.
b) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They are included in current assets, except for maturities greater than
12 months after the balance sheet date. These are classified as non-current assets. The Group’s loans
and receivables comprise ‘trade and other receivables’ and cash and cash equivalents in the balance
sheet.
29
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
1.4 Financial assets (continued)
c) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not
classified in any of the other categories. They are included in non-current assets unless management
intends to dispose of the investment within 12 months of the balance sheet date.
Recognition and measurement
Purchases and sales of financial assets are recognised on the trade-date, being the date on which the
Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus
transaction costs for all the financial assets not carried at fair value through profit or loss. Financial assets
carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are
expensed in the statement of comprehensive income. Financial assets are derecognised when the rights
to receive cash flows from the investments have expired or have been transferred and the Group has
transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and
financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and
receivables are carried at cost, as reduced by appropriate allowances for estimated irrecoverable
amounts.
Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit
or loss’ category are presented in the statement of comprehensive income within ‘other (losses)/gains’ in
the period in which they arise. Dividend income from financial assets at fair value through profit or loss
is recognised in the statement of comprehensive income as part of other income when the Group,s right
to receive payments is established.
The fair values of quoted investments are based on current market prices. If the market for a financial
asset is not active (and for unlisted securities), the Group establishes fair value by using valuation
techniques. These include the use of recent arm’s length transactions, reference to other instruments
that are substantially the same, discounted cash flow analysis and option pricing models, making
maximum use of market inputs and relying as little as possible on entity-specific inputs.
1.5 Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. Financial liabilities include trade and other payables.
Trade and other payables are carried at cost which is the fair value of the consideration to be paid in the
future for goods and services received, whether or not billed to the Group.
Equity instruments are recorded at the fair value of the consideration received, net of direct issue costs.
1.6 Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments
that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value. For the purposes of the Cash Flow Statement, cash and cash equivalents consist of
cash and cash equivalents as defined above, net of outstanding bank overdrafts.
1.7 Trade and other receivables
Trade receivables are recognised and carried at original invoice amount less an allowance for any
uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that the
Group will not be able to collect the debts. Bad debts are written off when identified.
30
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
1.8 Foreign currency transactions and balances
(i) Functional and presentational currency
Items included in the Group,s financial statements are measured using Pounds Sterling (“£”), 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.
(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 period 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 period. Exchange differences arising
are classified as equity and transferred to the Group,s translation reserve. Such translation differences
are recognised as income or as expenses in the period in which the operation is disposed of.
1.9 Interest in jointly controlled entities
The Group’s interests in jointly controlled entities are brought to account using the equity method of
accounting in the consolidated financial statements. The parent entity’s interests in jointly controlled
entities are brought to account using the cost method. Where the Group acquires an interest in a jointly
controlled entity, the acquisition cost is amortised on a basis consistent with the method of amortisation
used by the jointly controlled entity in respect to assets to which the acquisition costs relate.
1.10 Deferred tax
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. The deferred tax balance has not been
discounted.
1.11 Plant and equipment
Plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure
that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s
carrying amount, only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are
charged to the profit and loss account during the financial period in which they are incurred.
31
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
1.11 Plant and equipment (continued)
Depreciation on these assets is calculated using the diminishing value method to allocate the cost less
residual values over their estimated useful lives as follows:
Plant and equipment – 33.33%
Fixtures and fittings – 7.5%
The assets, residual values and useful lives are reviewed, and adjusted if appropriate at the balance
sheet date.
1.12 Impairment of assets
At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to
determine whether there is any indication that those assets have been impaired. If such an indication
exists, the recoverable amount of the asset, being the higher of the asset,s fair value less costs to sell,
and value in use, is compared to the asset,s carrying value. Any excess of the asset’s carrying value over
its recoverable amount is expensed to the profit and loss account.
1.13 Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and
services provided to the Group prior to the end of the financial year that are unpaid and arise when the
Group becomes obliged to make future payments in respect of the purchase of these goods and
services.
1.14 Share-based payments
The Company offered share-based payments to certain employees, 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 period from the date of award to the date of vesting, based on the
Company’s best estimate of shares that will eventually vest. All of the Company’s share-based payments
are currently vested in full.
1.15 Goodwill
Goodwill is the difference between the amount paid on the acquisition of subsidiary undertakings and the
aggregate fair value of their separable net assets. Goodwill is capitalised as an intangible asset and in
accordance with IFRS 3 ‘Business Combinations’ is not amortised but tested for impairment when there
are any indications that its carrying value is not recoverable. As such, goodwill is stated at cost less any
provision for impairment in value. If a subsidiary undertaking is subsequently sold, goodwill arising on
acquisition is taken into account in determining the profit and loss on sale.
32
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
1.16 Exploration, evaluation and development expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the extent that they are expected to
be recouped through the successful development of the area or where activities in the area have not yet
reached a stage which permits reasonable assessment of the existence of economically recoverable
reserves. Accumulated costs in relation to an abandoned area are written off in full against profit 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 amortised over the life of the area according to the rate
of depletion of the economically recoverable reserves. A regular review is undertaken of each area of
interest to determine the appropriateness of continuing to carry forward costs in relation to that area
of interest.
Costs of site restoration are provided when an obligating event occurs from when exploration
commences and are included in the costs of that stage. Site restoration costs include the dismantling and
removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site
in accordance with clauses of the mining permits. Such costs have been determined using estimates of
future costs, current legal requirements and technology on a discounted basis. Any changes in the
estimates for the costs are accounted for on a prospective basis. In determining the costs of site
restoration, there is uncertainty regarding the nature and extent of the restoration due to community
expectations and future legislation. Accordingly, the costs have been determined on the basis that the
restoration will be completed within one year of abandoning the site.
33
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
2. Segment reporting
For the purposes of segmental information, the operations of the Group are focused in three geographical
segments, namely the UK, Argentina and the Philippines and comprise one class of business: the
exploration, evaluation and development of mineral resources. The UK is used for the administration of
the Group.
The Group,s operating loss arose from its operations in the UK, Argentina and the Philippines.
For the year ended 30 June 2013
UK Argentina Philippines Total
£’000 £’000 £’000 £’000
Consolidated operating loss (1,227) (53) (118) (1,398)
Included in the consolidated
operating loss are the following
income/(expense) items:
Depreciation (7) (6) – (13)
Interest received 7 – – 7
Foreign currency gain 121 – – 121
Total Assets 3,907 4,879 7,696 16,482
Total Liabilities (134) (6) (5,169) (5,309)
For the year ended 30 June 2012
UK Argentina Philippines Total
£’000 £’000 £’000 £’000
Consolidated operating loss (1,632) (11) (193) (1,836)
Included in the consolidated
operating loss are the following
income/(expense) items:
Depreciation (8) – – (8)
Interest received 9 – – 9
Foreign currency gain/(loss) 56 (2) – 54
Total Assets 4,317 4,823 7,678 16,818
Total Liabilities (182) (1) (3,610) (3,793)
34
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
3. Administrative expenses
Year ended Year ended
30 June 2013 30 June 2012
£’000 £’000
On-going administrative expenses 1,274 1,583
Depreciation and amortisation 13 8
61
Acquisition related costs
–
1,287
1,652
4. Operating loss
The Group’s operating loss is stated after charging/(crediting):
Year ended Year ended
30 June 2013 30 June 2012
£’000 £’000
Parent Company auditor’s remuneration – audit services 32 30
Parent Company auditor’s remuneration – tax services 12 2
Parent Company auditor’s remuneration – other services 7 1
Operating lease charges
– Premises 50 40
– Equipment 3 3
Depreciation of tangible assets 13 8
(54)
Foreign exchange gain
(121)
5. Interest receivable
Year ended Year ended
30 June 2013 30 June 2012
£’000 £’000
Bank interest receivable
7
9
35
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
6. Taxation
Year ended Year ended
30 June 2013 30 June 2012
£,000 £,000
UK Corporation tax
– current year
Total current tax charge
Factors affecting the tax charge for the year:
Loss on ordinary activities before tax
–
–
–
–
(1,398)
(1,836)
Loss on ordinary activities multiplied by the
standard rate of UK corporation tax of 23.75% (2012: 25.5%) (332) (468)
Effects of:
Non-deductible expenses 17 18
450
Tax losses
315
Current tax charge
–
–
On 3 July 2012, the Finance Bill 2012 received its third reading in the House of Commons and
accordingly the previously announced reduced rate of corporation tax of 23% (2012: 24%) from 1 April
2013 was substantively enacted. The Chancellor further stated his intention in the March 2013 Budget
to reduce the main rate of corporation tax to 21% from 1 April 2014 and to 20% from 1 April 2015. These
further rate changes had not been substantively enacted as at the balance sheet date.
At the balance sheet date, the Group has unused losses carried forward of £8,039,000 (2012:
£7,176,000) available for offset against suitable future profits. Most of the losses were sustained in the
United Kingdom.
A deferred tax asset has not been recognised in respect of such losses due to the uncertainty of future
profit streams. The contingent deferred tax asset is estimated to be £1,849,000 (2012: £1,697,000).
7. Loss per share
The basic and diluted loss per share have been calculated using the loss for the 12 months ended
30 June 2013 of £1,398,000 (2012: £1,836,000). The basic loss per share was calculated using a
weighted average number of shares in issue of 73,401,145 (2012: 64,993,603).
The diluted loss per share has been calculated using a weighted average number of shares in issue and
to be issued of 76,773,849 (2012: 67,689,734).
The diluted loss per share and the basic loss per share are recorded as the same amount, as the
conversion of share options decreases the basic loss per share, thus being anti-dilutive.
8. Holding company profit and loss account
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 12 month period ended 30 June 2013 of
£1,054,000 (2012: £1,632,000) has been included in the profit and loss account.
36
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
9. Directors’ emoluments
The Directors’ emoluments of the Group are as follows:
Year ended Year ended
30 June 2013 30 June 2012
£’000 £’000
Wages, salaries and fees 345 824
Refer to page 14 for details of the remuneration of each director.
10. Employee information
Year ended Year ended
30 June 2013 30 June 2012
Average number of employees including directors:
Management and technical 6 5
Year ended Year ended
30 June 2013 30 June 2012
£’000 £’000
Salaries 57 34
11. Plant and equipment
Consolidated
Company
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Plant and equipment
Cost
At 1 July 82 54 60 55
Additions 57 28 – 5
At 30 June 139 82 60 60
Depreciation
At 1 July 39 31 39 32
Charge for the period 13 8 7 7
At 30 June 52 39 46 39
Net book value as at 30 June 87 43 14 21
12. Investments
12.1 Joint Venture investments
In May 2005, Anglo Tanzania Gold Limited (“ATGL”), a wholly owned subsidiary of the Company, entered
into a Joint Venture agreement with Ashanti Exploration Tanzania Limited (“Ashanti”), known as the
Mkurumu Joint Venture (“Mkurumu” or “JV”).
The principal objective of the JV was to carry out prospecting operations on the Prospecting Area, with
the view ultimately to developing and exploiting economically viable Mineral Substances occurring on, in
and under the Prospecting Area.
37
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
12.1 Joint Venture investments (continued)
In March 2012, the Company negotiated a new agreement with Ashanti such that the Group then held a
reduced free carried interest of 5 per cent. in the Mkurumu Project together with a Net Smelter Return
Royalty of 2 per cent. On 3 June 2013, it was announced that the Group had received notification from
AngloGold Ashanti Limited that further to a peer review of their various projects they had terminated the
Mafulira Project. Their detailed analysis concluded that the Mafulira Project, which included the Mkurumu
project, was not economically viable.
All costs associated with the Mkurumu project were fully impaired in the financial year 30 June 2010.
12.2 Other investments
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Consolidated
Company
Investment in associates 5,303 5,421 5,614 5,614
Loan to associate 2,393 2,258 2,370 2,258
Investment in subsidiaries – – 605 506
Loan to subsidiaries – – 1,916 1,806
(Provision for loan recoverability) – – (582) (582)
7,696 7,679 9,923 9,602
12.2.1 Investment in associates
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Consolidated
Company
Acquisition of interest in associate
As at 1 July 5,421 5,614 5,614 5,614
Movement for the year (118) (193) – –
As at 30 June 5,303 5,421 5,614 5,614
12.2.2 The Group’s share of the results of its associate and its assets and liabilities are as follows:
Crescent Mining and Development Corporation (incorporated and operates in the Philippines)
2013 2012
£’000 £’000
Assets 1,181 795
Liabilities (1,120) 952
Profit/(loss) for the year (73) (57)
% Interest Directly Held 40 40
% Interest Indirectly Held 24 24
% Interest held – Total 64* 64*
38
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
12.2 Other investments (continued)
The Group’s direct and indirect holding in Crescent Mining and Development Corporation (“CMDC”)
amounts to 64% (*) of the total share capital of CMDC. However, some of the Group’s holdings are held
through a separate Filipino entity, in which the Group does not exercise control but merely has minority
influence. Accordingly, it is the opinion of the Directors that the Group does not exercise control over
CMDC and it is therefore treated as an associated company.
In the event that the option referred to in Note 15 is exercised, the loan due from Crescent Mining and
Development Corporation would be assigned to the option holder.
12.2.3 Bezant Holdings Inc. (incorporated and operates in the Philippines)
2013 2012
£’000 £’000
Assets 38 16
Liabilities (35) 12
Profit/(loss) for the year (1) (1)
% Interest held 40 40
12.3 Investments – subsidiary undertakings
Subsidiary undertakings of the Group as at 30 June 2013 were as follows:
Total
Acquisition date £’000
Tanzania Gold Limited 29 September 2006 4,500
Impairment of investment (4,500)
Net book value as at 30 June 2013 –
Eureka Mining & Exploration SA 23 November 2010 352
Impairment of investment –
Net book value as at 30 June 2013 352
Puna Metals SA 03 January 2012 1,665
Impairment of investment –
Net book value as at 30 June 2013 1,665
39
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
12.3 Investments – subsidiary undertakings (continued)
The Group’s subsidiary undertakings held as fixed asset investments as at 30 June 2013 were as follows:
Country of
incorporation
Principal
Activity
Percentage of
ordinary share
capital held
Tanzania Gold Limited
Anglo Tanzania Gold Limited
Ireland
England
Holding Company
Gold and copper
exploration
(held indirectly)
Asean Copper Investments Limited
Eureka Mining & Exploration SA
Puna Metals SA
British Virgin Islands Holding Company
Gold and copper
Argentina
exploration
(held indirectly)
Gold and copper
exploration
(held indirectly)
Argentina
13. Deferred exploration and evaluation costs
100%
100%
100%
100%
100%
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Consolidated
Company
Opening balance 4,784 2,532 3,109 2,532
Acquisition costs incurred during the year 20 2,252 20 577
Expensed during the year (8) – – –
Expenditure carried forward at 30 June 4,796 4,784 3,129 3,109
14. Trade and other receivables
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Consolidated
Company
Due within one year:
VAT recoverable 14 18 13 18
Other debtors 63 1 1 –
Prepayments – 6 – 6
77 25 14 24
15. Trade and other payables
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Consolidated
Company
Trade creditors 36 180 27 107
Accruals 104 2 53 1
Deferred income 5,169 3,611 5,169 3,611
5,309 3,793 5,249 3,719
40
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
15. Trade and other payables (continued)
The Group has received non-refundable payments for an option to dispose of its subsidiary, Asean
Copper Investments Limited. The aggregate balance, net of transaction expenses, has been recognised
as deferred income and will be recognised in the Income Statement upon the exercise or lapse of the
option. The option was extended during the year and may be exercised at any point until 31 January
2014.
16. Financial instruments
(a) Interest rate risk
As at 30 June 2013, the Group had sterling cash deposits of £316,601 (2012: £1,733,637).
The Company’s exposure to interest rate risk, which is the risk that a financial instrument’s value will
fluctuate as a result of changes in market interest rates and the effective weighted average interest rates
on classes of financial assets and financial liabilities, was as follows:
2013 2013 2012 2012
Amount Amount
Financial assets % £’000 % £’000
Cash in Sterling 1.44 317 0.43 1,734
Cash in US Dollars 0.13 3,411 0.15 2,387
Cash in AUS Dollars – 97 – 150
Cash in ARG Pesos – 1 – 16
3,826 4,287
(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) Currency risk
The functional currency for the Group’s operating activities is the pound sterling and for drilling activities
it is Argentinian Pesos in Argentina and US Dollars in the Philippines respectively. The Group has not
hedged against currency depreciation but continues to keep the matter under review.
(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.
41
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
16. Financial instruments (continued)
(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
Year ended Year ended
30 June 30 June
2013 2012
Number (Restated)
£’000 £’000
Authorised
5,000,000,000 (2012: 690,432,500) ordinary shares of 0.2p each 10,000 1,381
Nil (2012: 7,959,196) deferred shares of 4p each – 319
Nil (2012: 339,581) deferred shares of 99p each – 336
10,000 2,036
Allotted, called up and fully paid
82,939,525 (2012: 64,993,603) ordinary shares of 0.2p each 166 129
Nil (2012: 7,959,196) deferred shares of 4p each – 319
Nil (2012: 339,581) deferred shares of 99p each – 336
166 784
The number of issued deferred shares of £0.99 each, nominal value, has previously been incorrectly
stated in the accounts of the Company as being 625,389 at an accounted value of £619,000. There have
been errors concerning the number of issued deferred shares of £0.99 each, nominal value, in the filings
made by the Company with the UK Registrar of Companies. A prior period adjustment of £283,000 has
been made to the deferred shares account, from £619,000 to £336,000, in order to correct this prior
period error.
The share premium account was also incorrectly stated in previously published financial statements at a
value of £30,691,000. This error is a direct consequence of the number of deferred shares being
incorrectly accounted for. A prior period adjustment of £283,000 has been made to the Share Premium
account, from £30,691,000 to £30,974,000, in order to correct this prior period error.
The Companies House filings have been amended to resolve this administrative issue.
A special resolution was passed on 7 May 2013, cancelling and extinguishing all issued deferred shares
and approving the distribution of 8 pence per share in respect of the capital reduction of each share held
at the record date other than any of the 17,945,922 shares which were transferred by Gold Fields on or
around 22 March 2013 to Vidacos Nominees Limited.
42
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
17. Share capital (continued)
Number of Number of
shares shares
2013 2012
The movement in ordinary share capital is summarised below:
As at beginning of the year 64,993,603 64,993,603
Allotment of shares 17,945,922 –
As at end of the year 82,939,525 64,993,603
The movement in deferred share capital is summarised below:
As at beginning of the year 8,298,777 8,298,777
Deferred shares cancelled (8,298,777) –
As at end of the year – 8,298,777
2013 2012
(Restated)
£’000 £’000
The share premium arising as a result of the above share
transactions were as follows:
As at 1 July 30,974 30,974
Allotment of shares 4,625 –
35,599 30,974
Less: Capital return (4,546) –
As at 30 June 31,053 30,974
Each fully paid ordinary share carries the right to one vote at a meeting of the Company, save in respect
of matters affecting the Mankayan Project in respect of which the ordinary shares held by Gold Fields
will not carry any vote. Holders of 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.
18. Share based payment
During the year the Company had the following share-based payment plans involving equity settled share
options and warrants in existence:
Date Exercise Maximum
Scheme Number granted price term Vesting conditions
Share options 2,397,800 12/01/2007 91p 10 years Vested in three equal
parts to 15 June 2010
Warrants 1,244,092(i) 14/05/2012 50p 3 years Vested immediately
upon being granted
(i) “Exploding Warrants” representing 1.5% of the Company’s issued share capital at the time of exercise.
43
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
18. Share based payment (continued)
The number and weighted average exercise prices of the above plans are as follows:
Weighted Weighted
average average
exercise exercise
Number price Number price
30 June 2013
30 June 2012
Outstanding at 1 July 3,372,704 79p 3,372,704 79p
Forfeited during the year – – (974,904) 50p
Granted during the year 269,188(i) 50p 974,904 50p
Outstanding and exercisable at 30 June 3,641,892(i) 79p 3,372,704 79p
(i) Represents an adjustment to the existing “Exploding Warrants” to reflect the increase in the Company’s issued
share capital during the 2013 financial year.
The warrants granted during the 2012 financial year did not have any significant fair value.
In accordance with the requirements of IFRS 2 share-based payments, the weighted average estimated
fair value for the warrants granted was calculated as 0.02p per warrant using a Black and Scholes option
pricing model. The volatility measured as the standard deviation of expected share price return is based
on statistical analysis of the share price for the twelve months prior to the date of grant, being 14 May
2012 and this has been calculated at 41.13%. The risk free rate has been taken as 0.6%. The expected
life of the warrants has been estimated at 3 years.
19. Statement of movement in reserves
Consolidated Share-
based Foreign
payment exchange Accumulated
reserve reserve losses
£’000 £’000 £’000
At 1 July 2012 265 268 (19,266)
Current year loss – – (1,398)
Currency translation differences on foreign operations – 85 –
At 30 June 2013 265 353 (20,664)
Company Share-
based Foreign
payment exchange Accumulated
reserve reserve losses
£’000 £’000 £’000
At 1 July 2012 265 142 (18,925)
Current year loss – – (1,054)
At 30 June 2013 265 142 (19,979)
44
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
20. Reconciliation of movements in shareholders’ funds
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Consolidated
Company
Loss for the year (1,398) (1,836) (1,054) (1,633)
Shares issued less costs 4,661 – 4,661 –
Capital return (5,200) – (5,200) –
Currency translation differences on
foreign currency operations 85 143 – 142
Opening shareholders’ funds 13,025 14,718 13,240 14,731
Closing shareholders’ funds 11,173 13,025 11,647 13,240
21. Reconciliation of operating loss to net cash outflow from operating activities
2013 2012 2013 2012
£’000 £’000 £’000 £’000
Consolidated
Company
Operating loss (1,287) (1,652) (1,061) (1,640)
Depreciation and amortisation 13 8 7 8
VAT refunds received (38) (60) (38) (60)
Foreign exchange gain (121) (56) (233) (56)
Subsidiary loss prior period – (2) – –
(Increase)/decrease in debtors (52) (9) 10 (8)
(Decrease)/increase in creditors (43) 118 (29) 44
Net cash outflow from operating
activities (1,528) (1,653) (1,344) (1,712)
22. Analysis of changes in net funds
Cash
Cash flows acquired
30 June excluding with 30 June
2012 acquisitions subsidiaries 2013
£’000 £’000 £’000 £’000
Cash at bank and in hand (net funds) 4,287 (461) – 3,826
23. Reconciliation of net cash flow to movement in net funds
Decrease in cash
Opening net funds
Net funds as at 30 June
45
Year ended
30 June 2013
£’000
Year ended
30 June 2012
£’000
(461)
4,287
3,826
(131)
4,418
4,287
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
24. 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 12.
(c) Associates
Interests in associates are set out in note 12.
(d) Transactions with related parties
The following table provides details of payments to related parties during the year and outstanding
balances at the balance sheet date:
Group
Paid Outstanding Paid Outstanding
during balances at during balances at
the the balance the the balance
year sheet date year sheet date
£’000 £’000 £’000 £’000
30 June 2013
30 June 2012
Limerick Global Consulting Pty. Ltd 130 – 390 –
Serengeti Resources Pty. Ltd 120 – 360 –
Metallurgical Management Services
Pty. Ltd 50 – 50 –
Mowbrai Ltd 16 – – –
316* – 800* –
* Amounts included in directors’ remuneration per note 9.
Related parties
Limerick Global Consulting Pty. Ltd is a consultancy company that was controlled by the former director
Mr. Gerard Nealon. Serengeti Resources Pty. Ltd is a consultancy company controlled by the director Dr.
Bernard Olivier. Metallurgical Management Services Pty. Ltd is a consultancy company controlled by the
director Dr. Evan Kirby. Mowbrai Limited is a consultancy company controlled by the director
Mr. Laurence Read.
Advances to Bezant Holdings Inc.
During the year £53,000 was advanced to an associate Bezant Holdings Inc. The amount is included
under trade and other receivables, has no fixed repayment terms and is interest free.
46
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2013
25. Commitments
The Company has committed to provide continued financial support to its associate in the Philippines
and has undertaken not to call upon its loan advances to that entity before 16 September 2014.
Non-cancellable lease rentals payable as follows:
2013 2012
£’000 £’000
Less than one year 42 21
Between two and five years 69 –
111 21
Operating lease payments represent rentals payable by the Company for office space and equipment.
26. Contingent liabilities
Litigation is on-going against the Group relating to an historic alleged claim for a 40% interest in the
Mankayan Project, as disclosed in June 2007 at the time of the Group’s acquisition of Asean. The
information usually required by IAS 37 is not disclosed, because the board of directors believe that to do
so would seriously prejudice the outcome of the case. The board of directors are confident that the Group
will successfully defend this claim.
27. Events after the balance sheet date
The Company still awaits confirmation as to Gold Field’s intentions with respect to the potential exercise
of its Option with the Company, with regards to the Mankayan Project.
There has not arisen in the interval between the year-end and the date of this report any item, transaction
or event of a material or unusual nature likely, in the opinion of the directors of the Company, to effect:
(i) The Company’s operations in future financial periods; or
(ii) The results of those operations in future financial periods; or
(iii) The Company’s state of affairs in future financial periods.
47
BEZANT RESOURCES PLC
(the “Company”)
(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 02918391)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of the members of the Company will be
held at the offices of Joelson Wilson LLP, 30 Portland Place, London W1B 1LZ, at 11.00 a.m. on Friday
6 December 2013.
Members will be asked to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 4 will
be proposed as ordinary resolutions and Resolution 5 will be proposed as a special resolution. The business
to be transacted under Resolutions 1 to 3 is deemed to be ordinary business under the Company’s Articles of
Association and Resolutions 4 and 5 are deemed to be special business under the Company’s Articles of
Association.
ORDINARY RESOLUTIONS
(1) To receive and consider the Company’s annual report and financial statements for the twelve months
ended 30 June 2013 and the reports of the directors and auditors thereon.
(2) To approve the re-appointment of Dr. Bernard Olivier as an executive Director of the Company, having
been made a director previously and being eligible for re-election.
(3) To ratify the re-appointment of UHY Hacker Young LLP as auditors of the Company and to authorise the
directors to fix their remuneration.
(4) THAT, for the purposes of section 551 of the Companies Act 2006 (the “Act”):
(i)
the directors of the Company be and are hereby generally and unconditionally authorised to exercise
all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to
convert any security into shares in the Company (the “Rights”) up to an aggregate maximum nominal
amount of £40,531 to such persons and at such times and on such terms and conditions as the
Directors think proper, such authority, unless previously revoked or varied by the Company in a
General Meeting, to expire at the conclusion of the next Annual General Meeting of the Company
following the date on which this resolution is passed or, if earlier, fifteen months from the date of this
resolution; and,
(ii)
the Company be and is hereby authorised prior to the expiry of such period referred to in sub
paragraph (i) above to make an offer or agreement which would or might require shares to be to be
allotted or Rights to be granted after such expiry and the Directors may allot shares or grant Rights
in pursuance of such an offer or agreement as if the authority conferred hereby had not expired;
so that all previous and existing authorities conferred on the Directors in respect of the allotment of shares
or grant of Rights pursuant to the said Section 551 of the Act be and they are hereby revoked provided
that this resolution shall not affect the right of the Directors to allot shares or grant Rights in pursuance of
any offer or agreement entered into prior to the date hereof.
SPECIAL RESOLUTION
(5) THAT, subject to and conditional upon the passing of resolution number 4 in this Notice, the Directors be
and are hereby empowered in accordance with section 570 of the Act to allot equity securities (within the
meaning of section 560 of the Act), wholly for cash, under the authority conferred on them by resolution
number 4 in this Notice to allot equity securities as if section 561(1) of the Act did not apply to such
allotment, provided that the power conferred by this resolution shall be limited to:
(i)
the allotment and issue of equity securities in connection with an issue or offering by way of rights in
favour of holders of equity securities and any other persons entitled to participate in such issue or
48
offering where the equity securities respectively attributable to the interests of such holders and
persons are proportionate (as nearly as may be) to the respective numbers of equity securities held
by or deemed to be held by them on the record date of such allotment subject only to such exclusions
or other arrangements as the Directors may consider necessary or expedient to deal with fractional
entitlements or legal or practical problems under the laws or requirements of any recognised
regulatory body in any territory;
(ii)
(iii)
the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities pursuant to
the exercise of any existing share options issued pursuant to the Company’s Share Option Plan
ratified by the Company’s shareholders at the General Meeting of the Company held on 9 July 2007;
the allotment (otherwise than pursuant to sub-paragraphs (i) and (ii) above) of equity securities
pursuant to the exercise of the Warrants issued on 4 May 2012 representing 1.5 per cent. of the
issued ordinary share capital of the Company from time to time; and
(iv)
the allotment (otherwise than pursuant to sub-paragraphs (i) to (iii) above) of equity securities for
cash up to an aggregate nominal value not exceeding £33,175;
and this power, unless renewed, shall expire at the conclusion of the next Annual General Meeting
of the Company following the date on which this resolution is passed or if earlier fifteen months from
the date of the passing of this resolution, save that the Company may before such expiry make an
offer or agreement which would or might require equity securities to be allotted after such expiry and
the Board may allot equity securities in pursuance of such an offer or agreement as if the authority
conferred hereby had not expired. This authority shall replace all existing authorities conferred on the
Directors in respect of the allotment of equity securities to the extent that the same have not
previously been utilised.
By Order of the Board
York Place Company Secretaries Limited
Company Secretary
Registered Office:
Level 6, Quadrant House
4 Thomas More Square
London E1W 1YW
Dated: 12 November 2013
49
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING (“AGM”)
Entitlement to attend, speak and vote
1.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members on the
Company’s register of members at:
(cid:129)
(cid:129)
6.00 p.m. on 4 December 2013; or,
in the event that this AGM is adjourned, at 6.00 p.m. on the day two days prior to the adjourned meeting, shall be entitled to
attend, speak and vote at the AGM in respect of the number of ordinary shares registered in their name at that time.
Changes to the register of members after 6.00 p.m. on 4 December 2013 shall be disregarded in determining the rights of any person to
attend, speak and vote at the AGM.
Appointment of proxies
2.
3.
4.
5.
6.
If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy or proxies to exercise
all or any of your rights to attend, speak and vote at the AGM and you should have received a proxy form with this notice of meeting.
You can only appoint a proxy using the procedures set out in these notes and in the notes to the proxy form.
If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights,
you do not have a right to appoint any proxies under the procedures set out in this “Appointment of proxies” section. Please contact
the Company’s Registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU for further information.
A proxy does not need to be a member of the Company but must attend the AGM to represent you. Details of how to appoint the
Chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish
your proxy to speak on your behalf at the AGM you will need to appoint your own choice of proxy (not the Chairman) and give your
instructions directly to them.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not
appoint more than one proxy to exercise rights attached to any one share.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the
resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote
(or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
Appointment of proxy using hard copy proxy form
7.
The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy
using the proxy form, the form must be:
(cid:129)
(cid:129)
completed and signed;
sent or delivered to the Company’s Registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU;
and
received by Capita Registrars no later than 11.00 a.m. on 4 December 2013.
(cid:129)
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an
officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority)
must be included with the proxy form, together with a duly completed certificate of non-revocation of such power or authority.
Appointment of proxies through CREST
8.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for
the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members
or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to
their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy
Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s ( ) specifications and must contain
the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be
received by the issuer’s agent (ID)Capita Registrars (CREST Participant ID Number RA10) by 11.00 a.m. on 4 December 2013.
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the
CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make
available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in
relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his
CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST
sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
50
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Appointment of proxy by joint members
9.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by
the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the
Company’s register of members in respect of the joint holding (the first-named being the most senior).
Changing proxy instructions
10.
To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off
time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy
proxy form, please contact the Company’s Registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies
will take precedence.
Termination of proxy appointments
11.
In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your
intention to revoke your proxy appointment to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case
of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer
of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is
signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TUno later than
48 hours before the date and time of the meeting.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph
directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the AGM and voting in person. If you have appointed a proxy and
attend the AGM in person, your proxy appointment will automatically be terminated.
Issued shares and total voting rights
12.
As at 6.00 p.m. on 12 November 2013, the Company’s issued share capital comprised 82,939,525 ordinary shares of
£0.002 per share. Each ordinary share carries the right to one vote at a general meeting of the Company,. Therefore, the total
number of voting rights in the Company as at 6.00 p.m. on 12 November 2013 is 82,939,525.
Documents on display
13.
Copies of the service contracts and letters of appointment of the executive director and non-executive directors respectively of the
Company will be available for inspection:
(cid:129)
(cid:129)
For at least 15 minutes prior to the meeting; and
During the meeting.
Communication
14.
Except as provided above, members who have general queries about the AGM should communicate via telephonic means or in
writing to the registered address of the Company (no other methods of communication will be accepted):
Bernard Olivier
Chief Executive Officer, Bezant Resources Plc
Tel: +61 40 894 8182
Laurence Read
Non Executive Director, Bezant Resources Plc
Tel: +44 (0) 203 289 9923
You may not use any electronic address to communicate with the Company for any purposes in connection with this Notice of AGM.
51
sterling 162321