Bezant Resources Plc
Annual Report
and
Financial Statements
For the year ended 30 June 2014
Bezant Resources Plc
Bezant Resources Plc
Contents
Page
Corporate directory 2
Chairman’s statement 3
Review of operations and activities
5
Board of directors 10
Strategic report 13
Directors’ report 14
Corporate governance 18
Independent auditors’ report
Consolidated statement of comprehensive income
Consolidated and Company statements of changes in equity
Consolidated and Company balance sheets
Consolidated and Company statements of cash flows
Notes to the financial statements
Notice of Annual General Meeting
21
23
24
26
27
28
49
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Bezant Resources Plc
Bezant Resources Plc
Corporate directory
Directors:
Secretary:
Registered office:
Registered number:
Nominated Adviser:
Broker:
Solicitors:
Auditors:
Registrars:
Bankers:
E Nealon
B Olivier
E Kirby
R Siapno
L Read
Non-Executive Chairman
Chief Executive Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
York Place Company Secretaries Limited
Elizabeth House
13-19 Queen Street
Leeds
West Yorkshire, LS1 2TW
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
London, W1S 1YZ
Joelson Wilson LLP
30 Portland Place
London, W1B 1LZ
UHY Hacker Young LLP
Quadrant House
4 Thomas More Square
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
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Bezant Resources Plc
Bezant Resources Plc
Chairman’s statement
I am pleased to present the Group’s final results for the financial year ended 30 June 2014 and report on our
subsequent on-going activities to the date of this statement, having assumed the role of Non-Executive
Chairman on 1 September 2014.
For the financial year ended 30 June 2014, the Group made a profit after tax of £3.9 million (2013: loss of
£1.4 million). The Group had approximately £2.4 million cash at bank at the year-end (2013: £3.8 million) and
remains well funded to continue its ongoing activities. The profit reflects the non-refundable payments received
from Gold Fields Netherlands Services BV (“Gold Fields”) for both the original option and option extension over
our flagship Mankayan project (“Mankayan”) in the Philippines (the “Option”). The appropriate accounting
treatment was to capitalise such receipts as a deposit/deferred income on the balance sheet until such time as
the Option was exercised or lapsed. Accordingly, the receipts were recognised in this reporting period following
the lapsing of the Option as detailed further below. The profit achieved for the year reflects the deduction of all
the Group’s expenditure including corporate costs and the cost of its ongoing activities in Argentina and the
Philippines.
The extended Option granted to Gold Fields was exclusive until 31 January 2014 and, on 21 January 2014, we
received notification from Gold Fields that they would not be exercising it due to their internal restructuring and
the need to focus on their producing assets, such as their Yilgarn assets in Western Australia which they
acquired in 2013. Bezant continues to maintain a regular dialogue with Gold Fields’ representatives, with Gold
Fields remaining a significant shareholder in Bezant and a large stakeholder in the Far South East Project,
located next to Mankayan. Following lapsing of the Option, Bezant received all data generated by Gold Fields
on the Mankayan project, including their drilling and assay results. We were pleased to report that Gold Fields’
own data confirmed and supported Bezant’s technical studies and results on the project to date, demonstrating
that Mankayan is a major potential source of copper with highly robust economics.
Since receiving the abovementioned notification from Gold Fields that they would not be exercising their Option,
we have been actively re-engaging with those parties who previously expressed interest in Mankayan prior to
us signing the exclusivity and Option agreement with Gold Fields. We have also initiated discussions with
respect to the potential sale or joint venture of the project with new additional third parties in the mining and
industrials sectors. Regrettably, our discussions are currently being hampered by potential adverse changes to
the Mining and Tax Laws in the Philippines. As previously stated, we firmly believe that both the community and
country in which a mining project is located should benefit from any future mining activities and that mining must
be conducted in a responsible and sustainable manner. However, the tax structure and fiscal regime of the host
country should be of a reasonable nature and internationally competitive in order to attract and maintain the
requisite foreign investment. The Board therefore continues to fully support the Chamber of Mines of the
Philippines in its opposition to the Mining Industry Coordinating Council’s proposal and we await further
developments.
Following due consideration, the Board decided to reduce the Company’s Argentinian work programme and its
associated costs during 2014 in order to better focus on the potential future sale or joint venture of Mankayan.
Despite reducing the Eureka copper-gold project’s (“Eureka”) exploration activities, the Board continues to
believe that Eureka represents an undervalued asset. Eureka has near surface mineralisation, which has
historically supported basic mining operations, with significant potential for realising future value in a major, well
established, copper-gold province in Argentina. Bezant will continue to pursue cost effective exploration and
development options for Eureka.
In May 2013, Bezant returned approximately £5.2 million (8 pence per share) to its shareholders (other than
Gold Fields) and we will continue to endeavour to secure value from the Group’s assets in the current difficult
market environment. The Board remains focussed on efficient capital outlay and the careful consideration of
the best means to achieve value for shareholders from its corporate and operational decisions.
In September 2014, to facilitate our abovementioned discussions with third parties in respect of Mankayan, we
commissioned two independent review reports from GHD Group Pty. Limited (“GHD”) and Mining Plus Pty.
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Bezant Resources Plc
Bezant Resources Plc
Chairman’s statement (continued)
Limited (“Mining Plus”) on the historic 2011 conceptual study. The purpose of the independent reviews was,
inter alia, to review the project’s conceptual design details and assumptions in the context of recent trends in
porphyry copper/gold ore mining and processing, update the capital and operating cost estimates, incorporate
any improved design elements and identify possible areas for achieving cost savings. In addition, an update to
the historic financial model was to be generated to incorporate the revised cost estimates and possible savings
identified, as well as reflecting current metals prices.
In early November 2014, we announced that Mining Plus’ updated financial model had identified a
US$307 million potential cost reduction compared with the original 2011 study with a recommendation for an
up to 20 million tonnes per annum (“Mtpa”) block caving operation over an estimated 28 year mine life. At
current metals prices and a 20Mtpa production rate the project has an estimated post-tax internal rate of return
of 21 per cent. The independent financial and technical reviews have therefore identified significant cost
savings and improved the economics for what we believe is already a highly robust copper-gold project.
I would like to thank all our shareholders for their continued loyalty and support during this period and look
forward to reporting further progress in respect of our projects in the year ahead.
Mr Edward Nealon
Non-Executive Chairman
10 November 2014
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Bezant Resources Plc
Bezant Resources Plc
Review of operations and activities
1. Philippines – Mankayan Copper-Gold Porphyry Project
The Group’s 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
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 comprised 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.
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Bezant Resources Plc
Bezant Resources Plc
Review of operations and activities (continued)
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 2011 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.
During 2013, Gold Fields continued to conduct its due diligence work on the Mankayan Project which included
the diamond drilling of hole BC-60, positioned to intersect the eastern part of the deposit at greater depth, as
well as the review and verification of all of our pre-existing technical data on the project, including the re-logging
and re-assaying of certain drill core.
In late January 2014, the Company received formal notification from Gold Fields that it would not be exercising
its exclusive option over the Company’s subsidiary, Asean Copper Investments Limited, which holds the
Mankayan Project. Gold Fields stated that this was due to its internal restructuring and the requirement for it to
focus on its producing assets, such as the then recently acquired Yilgarn assets in Western Australia.
Accordingly, the Board re-initiated the extensive process undertaken prior to entering into exclusivity with Gold
Fields in 2011, seeking to achieve the potential divestment of the Company’s interest in the Mankayan Project.
Forming a long term commercial or joint venture partnership to finance and/or assist with the further evaluation
and development of the Mankayan Project remains a possible option, although, as in 2011, the Company
continues to believe that an outright sale of the project is the most suitable and least risky objective for the
Company as this would maximise the potential return to its shareholders. The Board has therefore re-engaged
in discussions with those parties who have historically expressed an interest in the project, as well as identifying
new potentially interested parties within the mining and industrials sectors. Bezant has also re-assumed
responsibility for funding the ongoing licence commitments in respect of the Mankayan Project.
As part of its agreement with Gold Fields, following lapsing of its Option, Bezant received all technical data
generated by Gold Fields in respect of its due diligence fieldwork. Diamond drill hole BC-60 was drilled by Gold
Fields to a total length of 1,491m and 312 multi-element assay results were returned for a total of 841m of
mineralised core, covering the interval from 650m to 1,491m, with an average result for the entire 841m of
intersections of 0.38 per cent. Cu and 0.548 g/t Au. Hole BC-60 also contained 342m of higher grade
mineralisation for the interval from 692m to 1,034m with an average grade of 0.6 per cent. Cu and 1.01 g/t Au.
Hole BC-60 represents the longest hole drilled to date on the Mankayan Project and extends the known depth
of the mineralised zone on the eastern side of the deposit by more than 200m. Gold Fields also observed that
the higher grade mineralised section of hole BC-60 generally coincides with similar levels of higher grade
mineralisation encountered in historical holes.
Hole BC-60 is located approximately 100m southwest of drill hole BC-58 and was drilled at an initial azimuth
of 45 degrees and inclination of -70 degrees prior to deflection.
In addition, the Company received all the survey data, digital logs, plans, sections, diagrams and assay results
for drill hole BC-60. Figure 1 below shows a long section of hole BC-60 towards the north-west.
Gold Fields also verified the Company’s existing database through the digital re-logging of the historical drill
core and re-assaying of holes BC-50, BC-54, BC-55 and BC-57, which returned over 780 new multi-element
assay results. This verification and digital re-logging exercise confirmed and supported Bezant’s previous
results and all of the aforementioned additional data received has been incorporated into the Company’s
already comprehensive project database.
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Bezant Resources Plc
Bezant Resources Plc
Review of operations and activities (continued)
Figure 1: Long Section of BC-60 looking NW
In late September 2014, the Company announced the findings of a high level independent review report,
undertaken by GHD Group Pty. Limited (“GHD”), in respect of the historic 2011 conceptual study completed by
TWP Australia Pty. Limited (“TWP”) and Mining Plus Pty. Limited (“Mining Plus”) on the Mankayan Project.
GHD’s reporting scope was, inter alia, to review the project’s conceptual design details and assumptions in the
context of recent trends in porphyry copper/gold ore mining and processing. In addition, capital and operating
cost estimates were to be considered and updated to reflect current local costs in the Philippines and to
incorporate likely opportunities for any improved design elements identified. Its report utilised the unit rates from
Philex Mining Corporation’s well established Padcal mine at Padcal, Tuba, Benguet to indicate capital
estimates and was supported by carrying out peer analysis on other major block caving mines both in the
Philippines and Australia.
GHD’s review identified, outlined and recommended two key changes to the development plans with the
potential for significant associated cost savings. The revisions reflect recent developments in high-tonnage
underground mining and can be summarised as follows:
•
•
a change from vertical shaft ore haulage to conveyor decline haulage; and
improved mine ventilation to avoid the capital and operational costs for a refrigeration plant.
In addition, the Company separately commissioned Mining Plus to provide a supplementary review report
focused, inter alia, on identifying other possible areas for achieving cost savings and, specifically, to provide an
update to its historic financial model to incorporate the revised cost estimates and possible savings identified
by GHD’s report, as well as reflecting current metals prices.
The key findings from Mining Plus’ supplementary review and updated financial model were announced in early
November 2014 and are briefly summarised below:
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Bezant Resources Plc
Bezant Resources Plc
Review of operations and activities (continued)
•
•
•
•
•
•
US$307 million potential cost reduction compared with the original 2011 study
◦
Change in mine design to a decline access plus conveyor decline for material haulage from the
previous decline and shaft haulage configuration
Recommendation for an up to 20 million tonnes per annum (“Mtpa”) block caving operation over an
estimated 28 year mine life
At current metals prices (US$3.00 per pound of copper and US$1,250 per ounce of gold) and a production
rate of 20Mtpa, the project returns an estimated:
◦
◦
◦
post-tax NPV of approximately US$739 million at an 8 per cent. discount rate
total post-tax net cash flow of approximately US$3.7 billion
post-tax IRR of 21 per cent.
Total estimated costs of US$17.31 per ore tonne, at a production rate of 20Mtpa, inclusive of all royalties,
taxes, capital costs, equipment ownership, operating and processing costs, and administrative and
technical services costs
Total capital infrastructure costs of approximately US$1 billion over the duration of the project at a
production rate of 20Mtpa
Additional studies recommended to further investigate production levels in excess of 20Mtpa and
optimisation of the mine design
2. Argentina – Eureka Copper-Gold Project
The Eureka 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
believes that gaining an understanding of the geological model to assess the economic viability of delineating
a JORC standard resource at Eureka can be accomplished with low levels of exploration expenditure.
On 16 October 2013, the Company announced the results of its Phase One trenching and sampling
programme. A total of 17 trenches were excavated and 68 samples selected and dispatched for analysis with
50 samples selected on the Eureka I Mine tenement over a strike extension of over 2.5km. The remaining
18 samples were taken at various localities along the potential extent of the mineralised zone. Samples were
prepared on site and then dispatched to ALS Geochemistry, Mendoza, Argentina, for copper and multi-element
analysis.
The samples returned a very encouraging average copper value of 1.68 per cent for all of the 68 samples
analysed. Copper assay values ranged from 0.23 per cent. to as high as 6.09 per cent. with 46 samples
returning Cu values in excess of 1 per cent.
Initial indications are that this lithological makeup is well suited to copper extraction by way of heap or dump
leaching. Agglomeration to prevent fines migration might not be necessary due to the low clay mineral content.
Furthermore, the low carbonate content suggests the potential for very low acid consumption in leaching.
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Bezant Resources Plc
Bezant Resources Plc
Review of operations and activities (continued)
During the trenching process the samples breakdown into naturally coarse and fine fractions with virtually all of
the copper reporting to the fines. This behaviour will be investigated further by simple testwork as it could form
the basis for concentrating copper values by a simple minerals processing operation.
As announced on 23 June 2014, eight samples of copper mineralisation were selected during a technical site
visit to the project area. Bezant’s geologists supervised sampling activities from the pre-existing trenching work
and ensured that the mineralisation was broadly representative of the property. ALS Metallurgy in Perth,
Australia, conducted laboratory work including chemical analyses and mineral analysis. Chemical analyses
produced an average grade of 3.85 per cent. total copper with 3.72 per cent. being acid soluble copper.
Accordingly, 96.6 per cent. of the total copper in the samples occurred as acid soluble minerals.
Mineral analysis by semi-quantitative X-ray Diffraction (“XRD”) identified the minerals present in the samples.
Copper minerals present in order of predominance were malachite, azurite, cuprite, atacamite and tenorite.
Alpha quartz was the dominant gangue mineral, with smaller amounts of mica, clinochlore, plagioclase and
titanium minerals. The test results also showed that the content of clay type minerals was relatively low at
approximately 7 per cent. The entire mineral composition appears well suited to heap leaching.
Samples crushed to 12mm were subject to 14 days of intermittent bottle roll leaching with sulphuric acid
addition to a pH of 1.5. Excellent results were obtained with over 95 per cent. copper dissolution achieved in
10 days. Acid consumption was low and over 70 per cent. of the acid added for leaching was consumed by
copper dissolution.
The Eureka Project was originally identified by Bezant as being a potential low cost source of copper for a future
mine developer. In addition to the mineralisation being encountered near surface, the abovementioned test
work provides a strong indication that the copper mineralisation in the project area is suitable for an inexpensive
acid heap leaching process.
Dr. Bernard Olivier
Chief Executive Officer
10 November 2014
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Bezant Resources Plc
Bezant Resources Plc
Board of directors
Dr. Bernard Olivier (Chief Executive Officer) (Appointed 26 April 2007)
Experience and Expertise
Bernard Olivier, aged 38, 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 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/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.
Mr. Edward Nealon (Non-executive Chairman) (Appointed 1 September 2014)
Experience and Expertise
Edward Nealon, aged 64, is a geologist with 40 years’ experience in the mining and exploration industry. After
graduating in 1974, he commenced his career in South Africa with Anglo American Corporation, before moving
to Australia in 1980 where he spent two years in exploration with Rio Tinto. He founded his own consulting
company in 1983 and has practiced in most of the world’s major mining centres. Mr Nealon was responsible
for Aquarius Platinum Limited’s introduction into the platinum industry and served on its board for a number of
years. He holds a Master’s degree in Sedimentary Geology from the University of Reading and is a member of
the Australian Institute of Mining and Metallurgy. He has successfully developed and transacted natural
resource projects across the globe and has spent significant time working in the Philippines, where Bezant’s
primary asset is located.
Other current directorships
Non-Executive Chairman of Ferrum Crescent Limited and Non-Executive Chairman of Richland Resources
Limited (both listed on AIM) and a Director of Athlone International Consultants Pty. Limited, Almaretta Pty.
Limited and Danwell Holdings Pty. Limited.
Former directorships in the last 5 years
Condoto Platinum NL and Eligere Trustees Limited (formerly Chalkwell Investments Limited).
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Bezant Resources Plc
Bezant Resources Plc
Board of directors (continued)
Special responsibilities
Chairman of the Board/Remuneration and Audit Committees.
Interests in shares and options
None.
Dr. Evan Kirby (Non-Executive Director) (Appointed 4 December 2008)
Experience and Expertise
Evan Kirby, aged 63, 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).
Special responsibilities
Audit Committee
Interests in shares and options
None.
Mr. Ronnie Siapno (Non-Executive Director) (Appointed 25 October 2007)
Experience and Expertise
Ronnie Siapno, aged 50, 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.
11
Bezant Resources Plc
Bezant Resources Plc
Board of directors (continued)
Former directorships in the last 5 years
None.
Special responsibilities
Mankayan Project: Director of Operations.
Remuneration Committee.
Interests in shares and options
None.
Mr. Laurence Read (Non-Executive Director) (Appointed 15 October 2012)
Experience and Expertise
Laurence Read, aged 37, has spent the last 13 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.
Former directorships in the last 5 years
None.
Equity Participation in Porta Communications which had a controlling stake in Threadneedle Communications
Limited.
Special responsibilities
Remuneration Committee.
Interests in shares and options
None.
12
Bezant Resources Plc
Bezant Resources Plc
Strategic report
For the year ended 30 June 2014
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.
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 and potential adverse
changes to the Mining Tax Laws in the Philippines. 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.
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 any movements in share capital during the year are set out in Note 18 to the financial statements.
By order of the Board
Mr Edward Nealon
Non-Executive Chairman
10 November 2014
13
Bezant Resources Plc
Bezant Resources Plc
Directors’ report
For the year ended 30 June 2014
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 2014.
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 2014.
Directors
The following directors have held office during and subsequent to the reporting period:
Edward Nealon (appointed 1 September 2014)
Gerry Nealon (deceased 27 September 2013)
Bernard Olivier
Ronnie Siapno
Evan Kirby
Laurence Read
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 2014
30 June 2013
Ordinary
shares of
0.2p each
363,000
497,800
–
–
–
–
Share
options
439,560
219,780
–
–
–
–
Ordinary
shares of
0.2p each
363,000
497,800
–
–
–
Notes
(1)
(2)
–
–
–
–
Share
options
439,560
219,780
–
–
–
G. Nealon
B. Olivier
E. Nealon
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.
14
Bezant Resources Plc
Bezant Resources Plc
Directors’ report (continued)
For the year ended 30 June 2014
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.
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 23.
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
Salary and
Consulting
Fees
Share based
payment –
shares and
options
£
3,750
15,000
12,000
15,000
15,000
60,750
£
28,750
105,000
–
35,000
21,000
189,750
£
–
–
–
–
–
–
Total
2014
£
32,500
120,000
12,000
50,000
36,000
Total
2013
£
130,000
120,000
12,000
50,000
32,500
250,500
344,500
G. Nealon
B. Olivier
R. Siapno
E. Kirby
L. Read
Total
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 2014.
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 received formal approval of its Environmental Impact Assessment (“EIA”) in respect of its
“Eureka Project” in Argentina on 30 May 2013.
15
Bezant Resources Plc
Bezant Resources Plc
Directors’ report (continued)
For the year ended 30 June 2014
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.
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 5 November 2014 of those shareholders with
a 3 per cent. and above equity holding in the Company.
Vidacos Nominees Limited
Barclayshare Nominees Limited
W B Nominees Limited
TD Direct Investing Nominees
Hargreaves Lansdown Nominees Limited
Roy Nominees Limited
Number of
Ordinary Shares
Percentage of
issued share
capital
26,331,142
31.75%
5,472,444
4,348,056
3,491,028
2,712,435
2,527,801
6.60%
5.24%
4.21%
3.27%
3.05%
Political and charitable contributions
There were no political or charitable contributions made by the Group during the year ended 30 June 2014.
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.
16
Bezant Resources Plc
Bezant Resources Plc
Directors’ report (continued)
For the year ended 30 June 2014
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 5 December 2014 and the wording of each
resolution to be tabled is set out in the Notice of Meeting.
Resolution 6, 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 3 December 2014.
On behalf of the Board
Mr. Edward Nealon
Non-executive Chairman
10 November 2014
17
Bezant Resources Plc
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 five Directors operating
from within the same office. The Board currently consists of one executive Director (being the CEO), along with
four 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 10, 11 and 12.
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 Mr. Edward Nealon and Dr. Evan Kirby.
18
Bezant Resources Plc
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 three non-executive Directors, namely Mr. Edward
Nealon, 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
19
Bezant Resources Plc
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 Chairman
10 November 2014
20
Bezant Resources Plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC
FOR THE YEAR ENDED 30 JUNE 2014
We have audited the financial statements of Bezant Resources Plc for the year ended 30 June 2014 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 Statements of Cash Flow 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
16 and 17, 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 2014 and of the Group’s profit 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 Strategic Report and Directors’ Report for the financial year for which
the financial statements are prepared is consistent with the financial statements.
21
Bezant Resources Plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC (continued)
FOR THE YEAR ENDED 30 JUNE 2014
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.
Colin Wright (Senior Statutory Auditor)
for and on behalf of UHY Hacker Young
Chartered Accountants
Statutory Auditor
Quadrant House
4 Thomas More Square
London E1W 1YW
10 November 2014
22
Bezant Resources Plc
Bezant Resources Plc
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2014
Continuing operations
Group revenue
Cost of sales
Gross profit/(loss)
Option income
Administrative expenses
Group operating profit/(loss)
Interest receivable
Share of Associates’ loss
Profit/(loss) before taxation
Taxation
Profit/(loss) for the year
Attributable to:
Equity holders of the Company
Other comprehensive income:
Foreign currency reserve movement
Total comprehensive income for the year
attributable to equity holders of the Company
Earnings/(loss) per share (pence)
Basic
Diluted
Notes
3
4
5
6
13
7
2014
£’000
–
–
–
5,169
(1,186)
3,983
2
(108)
3,877
–
3,877
2013
£’000
–
–
–
–
(1,287)
(1,287)
7
(118)
(1,398)
–
(1,398)
3,877
(1,398)
(261)
85
3,616
(1,313)
8
8
4.67
4.48
(1.90)
(1.90)
23
Bezant Resources Plc
Bezant Resources Plc
Consolidated Statement of Changes in Equity
For the year ended 30 June 2014
Balance at 1 July 2013
Current year profit
Foreign currency reserve
Total comprehensive income for the year
Balance at 30 June 2014
Balance at 1 July 2012
Prior year loss
Foreign currency reserve
Total comprehensive expenses for the year
Share issues
Capital return
Balance at 30 June 2013
Share
Capital
£’000
166
–
–
Share
Premium
£’000
31,053
–
–
Other Accumulated
Losses
£’000
(20,664)
3,877
–
Reserves
£’000
618
–
(261)
Total
Equity
£’000
11,173
3,877
(261)
–
166
784
–
–
–
36
(654)
166
–
(261)
3,877
3,616
31,053
30,974
–
–
–
4,625
(4,546)
31,053
357
533
–
85
85
–
–
(16,787)
14,789
(19,266)
(1,398)
–
(1,398)
–
–
13,025
(1,398)
85
(1,313)
4,661
(5,200)
618
(20,664)
11,173
24
Bezant Resources Plc
Bezant Resources Plc
Company Statement of Changes in Equity
For the year ended 30 June 2014
Balance at 1 July 2013
Current year profit
Total comprehensive income for the year
Balance at 30 June 2014
Balance at 1 July 2012
Prior year loss
Total comprehensive expenses for the year
Share issues
Capital return
Balance at 30 June 2013
Share
Capital
£’000
166
–
Share
Premium
£’000
31,053
–
Other
Reserves
£’000
407
–
Retained
Losses
£’000
(19,979)
3,763
3,763
Total
Equity
£’000
11,647
3,763
3,763
(16,216)
15,410
(18,925)
(1,054)
(1,054)
–
–
13,240
(1,054)
(1,054)
4,661
(5,200)
–
407
407
–
–
–
–
407
(19,979)
11,647
–
166
784
–
–
36
(654)
166
–
31,053
30,974
–
–
4,625
(4,546)
31,053
25
Bezant Resources Plc
Bezant Resources Plc
Consolidated and Company Balance Sheets
As at 30 June 2014
ASSETS
Non-current assets
Plant and equipment
Investments
Exploration and evaluation assets
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
Share-based payment reserve
Other reserves
Retained losses
SHAREHOLDERS’ EQUITY
Notes
12
13
14
15
16
18
18
20
20
20
Consolidated
Company
2014
£’000
71
7,457
4,791
2013
£’000
87
7,696
4,796
2014
£’000
10
9,900
3,129
2013
£’000
14
9,923
3,129
12,319
12,579
13,039
13,066
66
2,435
2,501
77
3,826
3,903
7
2,393
2,400
14
3,816
3,830
14,820
16,482
15,439
16,896
31
31
5,309
5,309
29
29
5,249
5,249
14,789
11,173
15,410
11,647
166
31,053
265
92
(16,787)
166
31,053
265
353
(20,664)
166
31,053
265
142
(16,216)
166
31,053
265
142
(19,979)
14,789
11,173
15,410
11,647
These financial statements were approved by the Board of Directors on 10 November 2014 and signed on its
behalf by:
Edward Nealon
Non-executive Chairman
Company Registration No. 02918391
26
Bezant Resources Plc
Bezant Resources Plc
Consolidated and Company Statements of Cash Flows
For the year ended 30 June 2013
Consolidated
Company
Notes
22
2014
£’000
(1,007)
Net cash outflow from operating activities
Cash flows from investing activities
Interest received
Other income
Payments for plant and equipment
Payments to fund exploration
Payments to acquire subsidiary
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
2013
£’000
(1,528)
7
38
(55)
(20)
–
(39)
1,559
1,490
4,661
(5,200)
(539)
(577)
4,287
116
3,826
2014
£’000
(816)
2
43
–
–
(3)
(357)
–
(315)
–
–
–
(1,131)
3,816
(292)
2,393
2013
£’000
(1,344)
7
38
–
(20)
–
(245)
1,559
1,339
4,661
(5,200)
(539)
(544)
4,203
157
3,816
2
43
–
–
–
–
–
45
–
–
–
(962)
3,826
(429)
2,435
27
Bezant Resources Plc
Notes to the financial statements
For the year ended 30 June 2014
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 the London Stock
Exchange’s AIM market 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.
28
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
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:
Effective date – financial
periods beginning on or after
International Financial Reporting Standards (IFRS/IFRIC)
IFRS 10,
IFRS 12
and IAS 27 Amendments to IFRS 10, IFRS 12 and IAS 27
IAS 32
IAS 36
IAS 39
IFRIC 21
IFRS 11
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
Levies
Amendments to IFRS 11 Accounting for Acquisitions of Interests
in Joint Operations
Amendments to IAS 16 and IAS 38 Clarification of Acceptable
IAS 16
and IAS 38 Methods of Depreciation and Amortisation
IFRS 9
Financial Instruments
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2016
1 January 2016
1 January 2018
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.
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.
29
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
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.
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.
30
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
1.4 Financial assets (continued)
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.
31
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
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. Deferred tax balances are not 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.
32
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
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.
33
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
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.
34
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
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 profit/(loss) arose from its operations in the UK, Argentina and the Philippines.
For the year ended 30 June 2014
UK Argentina Philippines Total
£’000 £’000 £’000 £’000
Consolidated operating profit/(loss) 4,036 (42) (117) 3,877
Included in the consolidated
operating profit/(loss) are the
following income/(expense) items:
Depreciation (4) (12) – (16)
Interest received 2 – – 2
Foreign currency (loss)/gain (295) (1) (7) (303)
Total Assets 2,448 4,862 7,510 14,820
Total Liabilities (29) (1) (1) (31)
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/(loss) 121 – – 121
Total Assets 3,907 4,879 7,696 16,482
Total Liabilities (134) (6) (5,169) (5,309)
35
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
3. Option income
Year ended Year ended
30 June 2014 30 June 2013
£’000 £’000
Option income from lapsing of Gold Fields’ option
5,169
–
On 21 January 2014, the Group received formal notification from Gold Fields Netherlands Services BV
that it would not be exercising its exclusive option over the Group’s Mankayan copper-gold project in the
Philippines. Accordingly, the deferred income has now been recognised in the Income Statement.
4. Administrative expenses
Year ended Year ended
30 June 2014 30 June 2013
£’000 £’000
On-going administrative expenses 1,170 1,274
13
Depreciation and amortisation
16
1,186
1,287
5. Operating profit/(loss)
The Group’s operating profit/(loss) is stated after charging/(crediting):
Year ended Year ended
30 June 2014 30 June 2013
£’000 £’000
Parent Company auditor’s remuneration – audit services 35 32
Parent Company auditor’s remuneration – tax services 8 12
Parent Company auditor’s remuneration – other services 3 7
Operating lease charges
– Premises 36 50
– Equipment 3 3
Depreciation of tangible assets 16 13
(121)
Foreign exchange loss/(gain)
303
6. Interest receivable
Year ended Year ended
30 June 2014 30 June 2013
£’000 £’000
Bank interest receivable
2
7
36
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
7. Taxation
Year ended Year ended
30 June 2014 30 June 2013
£’000 £’000
UK Corporation tax
– current year
Total current tax charge
Factors affecting the tax charge for the year:
Profit/(loss) on ordinary activities before tax
–
–
–
–
3,877
(1,398)
Profit/(loss) on ordinary activities multiplied by the
standard rate of UK corporation tax of 22.5% (2013: 23.75%) 872 (322)
Effects of:
Non-taxable income (1,163) –
Non-deductible expenses 46 17
315
Tax losses
245
Current tax charge
–
–
The Finance Act 2013 reduced the rate of corporate tax to 21% (2013: 23%) from 1 April 2014 and to
20% from 1 April 2015.
The Group’s deferred tax assets and liabilities as at 30 June 2014 have been remeasured at 20%,
although the deferred tax has not been recognised as such in these accounts.
At the balance sheet date, the Group has unused losses carried forward of £9,174,000 (2013:
£8,039,000) 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 £1,835,000 (2013: £1,849,000).
8. Earnings/(loss) per share
The basic and diluted earnings/(loss) per share have been calculated using the profit for the 12 months
ended 30 June 2014 of £3,877,000 (2013: loss of £1,398,000). The basic earnings/(loss) per share was
calculated using a weighted average number of shares in issue of 82,939,525 (2013: 73,401,145).
The diluted earnings/(loss) per share has been calculated using a weighted average number of shares
in issue and to be issued of 86,581,417 (2013: 76,773,849).
The diluted loss per share and the basic loss per share for 2013 are recorded as the same amount, as
conversion of share options decreases the basic loss per share, thus being anti-dilutive.
9. Holding company income statement
In accordance with the provisions of Section 408 of the Companies Act 2006, the Parent Company has
not presented a separate income statement. A profit for the 12 month period ended 30 June 2014 of
£3,763,000 (2013: loss of £1,054,000) has been included in the consolidated income statement.
37
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
10. Directors’ emoluments
The Directors’ emoluments of the Group are as follows:
Year ended Year ended
30 June 2014 30 June 2013
£’000 £’000
Wages, salaries and fees 251 345
Refer to page 15 for details of the remuneration of each director.
11. Employee information
Year ended Year ended
30 June 2014 30 June 2013
Average number of employees including directors:
Management and technical 6 6
Year ended Year ended
30 June 2014 30 June 2013
£’000 £’000
Salaries 42 57
12. Plant and equipment
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Consolidated
Company
Plant and equipment
Cost
At 1 July 139 82 60 60
Additions – 57 – –
At 30 June 139 139 60 60
Depreciation
At 1 July 52 39 46 39
Charge for the period 16 13 4 7
At 30 June 68 52 50 46
Net book value as at 30 June 71 87 10 14
13. Investments
13.1 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.
38
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
13.1 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.
13.2 Other investments
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Consolidated
Company
Investment in associates 5,228 5,303 – –
Loan to associate 2,229 2,393 2,246 2,370
Investment in subsidiaries – – 6,222 6,219
Loan to subsidiaries – – 2,014 1,916
Provision for subsidiary loan recoverability – – (582) (582)
7,457 7,696 9,900 9,923
13.2.1 Investment in associates
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Consolidated
Company
Acquisition of interest in associate
As at 1 July 5,303 5,421 5,614 5,614
Additional investment in associate 33 – – –
Proportionate share of loss in associate (108) (118) – –
As at 30 June 5,228 5,303 5,614 5,614
13.2.2 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)
2014 2013
£’000 £’000
Assets 1,176 1,181
Liabilities (970) (1,120)
Loss for the year (67) (73)
% Interest Directly Held 40 40
% Interest Indirectly Held 24 24
% Interest held – Total 64* 64*
39
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
13.2 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.
13.2.3 Bezant Holdings Inc. (incorporated and operates in the Philippines)
2014 2013
£’000 £’000
Assets 33 38
Liabilities (32) (35)
Loss for the year (2) (1)
% Interest held 40 40
13.3 Investments – subsidiary undertakings
Subsidiary undertakings of the Group as at 30 June 2014 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 2014 –
Eureka Mining & Exploration SA 23 November 2010 352
Impairment of investment –
Net book value as at 30 June 2014 352
Puna Metals SA 03 January 2012 1,665
Impairment of investment –
Net book value as at 30 June 2014 1,665
40
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
13.3 Investments – subsidiary undertakings (continued)
The Group’s subsidiary undertakings held as fixed asset investments as at 30 June 2014 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
14. Exploration and evaluation costs
100%
100%
100%
100%
100%
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Consolidated
Company
Opening balance 4,796 4,784 3,129 3,109
Acquisition costs incurred during the year – 20 – 20
Expensed during the year (5) (8) – –
Carried forward at 30 June 4,791 4,796 3,129 3,129
15. Trade and other receivables
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Consolidated
Company
Due within one year:
VAT recoverable 6 14 6 13
Other debtors 60 63 1 1
66 77 7 14
16. Trade and other payables
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Consolidated
Company
Trade creditors 4 36 3 27
Accruals 27 104 26 53
Deferred income – 5,169 – 5,169
31 5,309 29 5,249
41
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
16. Trade and other payables (continued)
The Group received non-refundable payments for an option to dispose of its subsidiary, Asean Copper
Investments Limited. The aggregate balance, net of transaction expenses, had been recognised as
deferred income.
On 21 January 2014, the Group received a formal notification from Gold Fields Netherlands Services BV
that it would not be exercising its exclusive option over the Group’s Mankayan copper-gold project in the
Philippines. Accordingly, the deferred income has now been recognised in the Income Statement as
Option Income.
17. Financial instruments
(a) Interest rate risk
As at 30 June 2014, the Group had sterling cash deposits of £291,750 (2013: £316,601).
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:
2014 2014 2013 2013
Amount Amount
Financial assets % £’000 % £’000
Cash in Sterling 0.03 292 1.44 317
Cash in US Dollars 0.09 2,090 0.13 3,411
Cash in AUS Dollars – 50 – 97
Cash in ARG Pesos – 3 – 1
2,435 3,826
(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.
42
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
17. 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.
18. Share capital
30 June 30 June
2014 2013
Number £’000 £’000
Authorised
5,000,000,000 ordinary shares of 0.2p each 10,000 10,000
10,000 10,000
Allotted, called up and fully paid
82,939,525 ordinary shares of 0.2p each 166 166
166 166
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.
43
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
18. Share capital (continued)
Number of Number of
shares shares
2014 2013
The movement in ordinary share capital is summarised below:
As at beginning of the year 82,939,525 64,993,603
Allotment of shares – 17,945,922
As at end of the year 82,939,525 82,939,525
The movement in deferred share capital is summarised below:
As at beginning of the year – 8,298,777
Deferred shares cancelled – (8,298,777)
As at end of the year – –
2014 2013
£’000 £’000
The share premium was as follows:
As at 1 July 31,053 30,974
Allotment of shares – 4,625
– 35,599
Less: Capital return – (4,546)
As at 30 June 31,053 31,053
Each fully paid ordinary share carries the right to one vote at a meeting of the Company. 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.
19. 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.
44
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
19. 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 2014
30 June 2013
Outstanding at 1 July 3,641,892 79p 3,372,704 79p
Forfeited during the year – – – –
Granted during the year – – 269,188(i) 50p
Outstanding and exercisable at 30 June 3,641,892 79p 3,641,892(i) 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.
20. Statement of movement in reserves
Consolidated Share-
based Foreign
payment exchange Accumulated
reserve reserve losses
£’000 £’000 £’000
At 1 July 2013 265 353 (20,664)
Current year profit – – 3,877
Currency translation differences on foreign operations – (261) –
At 30 June 2014 265 92 (16,787)
Company Share-
based Foreign
payment exchange Accumulated
reserve reserve losses
£’000 £’000 £’000
At 1 July 2013 265 142 (19,979)
Current year profit – – 3,763
At 30 June 2014 265 142 (16,216)
45
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
21. Reconciliation of movements in shareholders’ funds
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Consolidated
Company
Profit/(loss) for the year 3,877 (1,398) 3,763 (1,054)
Shares issued less costs – 4,661 – 4,661
Capital return – (5,200) – (5,200)
Currency translation differences on
foreign currency operations (261) 85 – –
Opening shareholders’ funds 11,173 13,025 11,647 13,240
Closing shareholders’ funds 14,789 11,173 15,410 11,647
22. Reconciliation of operating profit/(loss) to net cash outflow from operating activities
2014 2012 2014 2012
£’000 £’000 £’000 £’000
Consolidated
Company
Operating profit/(loss) 3,983 (1,287) 3,761 (1,061)
Depreciation and amortisation 16 13 4 7
VAT refunds received (43) (38) (43) (38)
Foreign exchange gain 303 (121) 675 (233)
Option income (5,169) – (5,169) –
(Decrease)/increase in receivables 11 (52) 7 10
Decrease in payables (108) (43) (51) (29)
Net cash outflow from operating activities (1,007) (1,528) (816) (1,344)
23. 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 13.
(c) Associates
Interests in associates are set out in note 13.
46
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
23. Related party transactions (continued)
(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 year-end the year-end
year date year date
£’000 £’000 £’000 £’000
30 June 2014
30 June 2013
Limerick Global Consulting Pty. Ltd 33 – 130 –
Serengeti Resources Pty. Ltd 120 – 120 –
Metallurgical Management Services
Pty. Ltd 50 – 50 –
Mowbrai Ltd 36 – 16 –
239* – 316* –
* Amounts included in directors’ remuneration per note 10.
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 2013 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.
47
Bezant Resources Plc
Notes to the financial statements (continued)
For the year ended 30 June 2014
24. 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 2015.
Non-cancellable lease rentals payable as follows:
2014 2013
£’000 £’000
Less than one year 41 42
Between two and five years 23 69
64 111
Operating lease payments represent rentals payable by the Company for office space and equipment.
25. 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 ‘Provisions, contingent liabilities and contingent assets’ 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.
26. Subsequent events
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.
48
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
5 December 2014.
Members will be asked to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 5 will
be proposed as ordinary resolutions and Resolution 6 will be proposed as a special resolution. The business
to be transacted under Resolutions 1 to 4 is deemed to be ordinary business under the Company’s Articles of
Association and Resolutions 5 and 6 are deemed to be special business under the Company’s Articles of
Association.
ORDINARY RESOLUTIONS
1.
2.
3.
4.
To receive and consider the Company’s annual report and financial statements for the twelve months
ended 30 June 2014 and the reports of the directors and auditors thereon.
To ratify the appointment of Mr. Edward Nealon as a non-executive Director of the Company.
To approve the re-appointment of Mr. Ronnie Siapno as a non-executive Director of the Company, having
been made a director previously and being eligible for re-election.
To ratify the re-appointment of UHY Hacker Young LLP as auditors of the Company and to authorise the
directors to fix their remuneration.
5.
THAT, for the purposes of section 551 of the Companies Act 2006 (the “Act”):
(a)
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 £55,293 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,
(b)
the Company be and is hereby authorised prior to the expiry of such period referred to in sub
paragraph (a) 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
6.
THAT, subject to and conditional upon the passing of resolution number 5 above, 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 5
above 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:
49
(a)
(b)
(c)
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
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;
the allotment (otherwise than pursuant to sub-paragraph (a) 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 (a) and (b) 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
(d)
the allotment (otherwise than pursuant to sub-paragraphs (a) to (c) 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: 10 November 2014
50
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 3 December 2014; 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 3 December 2014 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 Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF 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 Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3
4ZF; and
received by Capita Asset Services no later than 11.00 a.m. on 3 December 2014.
(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 (EUI) 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 3 December
2014. 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/her
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.
51
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 Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3
4ZF.
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 Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF. 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 Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF no 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 10 November 2014, 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 10 November 2014 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.
52
sterling 164521