Bezant Resources Plc
Report
and
Financial Statements
For the six months ended 31 December 2016
Bezant Resources Plc
Contents
Corporate directory 2
Chairman’s statement 3
Board of directors 5
Strategic report 8
Directors’ report 9
Corporate governance 14
Page
Independent auditors’ report
Consolidated statement of comprehensive income
Consolidated statement of changes in equity
Company statement 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
17
22
23
24
25
26
27
51
1
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
Executive Director
York Place Company Secretaries Limited
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Beaufort Securities Limited
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Joelson JD LLP
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UHY Hacker Young LLP
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London, E1W 1YW
Capita Asset Services
The Registry
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Beckenham
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2
Bezant Resources Plc
Chairman’s Statement
Dear Shareholders,
I am pleased to present the Group’s final results for the six months ended 31 December 2016, following the
change to the Company’s accounting reference date from 30 June to 31 December in order to bring our
reporting calendar in line with the calendar year, and to report on the Company’s on-going activities to the date
of this statement. This change in our financial year end has been made with the approval of our auditors ahead
of targeted future gold and platinum sales being initiated during 2017 at the Company’s Choco Alluvial Gold-
Platinum Project (the “Choco Project”) located in Western Colombia.
For the six month period ended 31 December 2016, the Group reported a loss before and after tax of £1.18m.
The second half of 2016 was one of intense activity as Bezant began to make operational assessments over
the viability of gold and platinum production from the licence areas under option in Choco, Colombia. At this
point, I believe it is worthwhile recapping for shareholders what our objectives have been to date in progressing
our Colombian operations and making them the core focus of the Company.
Historically, Bezant has returned cash to shareholders and built value from its Mankayan copper-gold asset in
the Philippines which was the subject of a series of option payments from Gold Fields Netherlands Services
BV, but where the full potential upside was ultimately unfulfilled due to changes in the Group’s portfolio strategy
and the persistent and on-going political risk in the Philippines. While the board of Bezant was, for some time,
involved in detailed discussions with specific parties on an alternate project realisation event for Mankayan, the
increased uncertainty surrounding title in the Philippines, combined with the size of capital expenditure
associated with such a large scale block caving operation, ultimately led us to the conclusion that near-term
shareholder value for the Company could best be driven from nearer term production assets with lower capital
expenditure for project costs and more robust economic margins. Rather than await transactional value from
pure exploration activities, we wished to seek to bring cash flow into the Company rapidly in order to build a
profitable business and insulate shareholders from continued dilution. While we have naturally had to raise
funds to deliver on this objective, including the £1.19m gross fundraising conducted in September 2016,
corporate overheads have been reduced to a bare minimum and we have been highly successful during, and
post the period end, in hitting our key milestones and are now poised to begin first platinum and gold recovery
at our Choco Project site.
Our capital allocation strategy over the period was staged, ensuring that funds were spent incrementally with
decisions triggered by the completion of key working tasks. The primary focus in 2016 at the Choco Project was
on licence area FKJ-083 that has previously been host to the largest modern mining operation in Colombia
which afforded us access to many years of production data reporting via national tax reports. With such
production reports providing valuable and verifiable evidence of the gold and platinum that had historically been
profitably recovered from the licence area, Bezant’s operations team looked to carry out a bulk sampling and
production verification programme.
Progressing onto this advanced phase of pre-development work, Bezant also entered into an agreement with
Exumax S.A.S. (“Exumax”), a highly experienced contracting group specialising in alluvial mining projects
with 6 years’ experience in-country. The agreement can be summarised as a ‘costs only’ payment arrangement
with any substantive value for Exumax being realised from value growth in Bezant’s equity. My own experience
in dealing with contractors is that you have to select the right group and make sure all parties are firmly aligned
with the targeted, profitable success of a project.
Following completion of the initial Exumax exploration agreement, we then began the verification programme
in respect of historic mining activities over the FKJ-083 licence area with 22 test pits completed during the
period to depths of 4 to 12 metres. A total of 95 individual samples between 0.25 and 1.0 loose cubic metres
(LCM) were obtained. Post period end, I was pleased to report that the recovery results had confirmed the
historic mining reports as being accurate.
3
Bezant Resources Plc
Chairman’s statement (continued)
The Bezant-Exumax team has significant experience in gold-platinum and alluvial recovery and while the final
stage of sampling was not completed until April 2017, the levels of visible gold and platinum observed during
the test pitting programme led us to take the decision to commission an independent scoping study in order to
assess the current economic sensitivities relating to potential production scenarios. Further to this decision, in
December 2016, INGEX Grupo Minero SAS (“INGEX”) was selected to undertake the requisite work with its
findings being published in March 2017. The INGEX report confirmed the technical and economic feasibility of
alluvial platinum (Pt) and gold (Au) production at the Choco Project based on historical data and drilling results.
At a time when many platinum producers and miners are generally suffering from increasing costs for
underground operations, our near surface operations, while not massive in scale, target near-term production
with good margins. The independent scoping study estimated total production costs at US$768 per ounce of
platinum and gold recoveries.
Another benefit, sometimes overlooked, of the Choco Project is that all precious metals recovered from the
Choco alluvial platinum mining region are historically ‘free’, which does not necessitate the requirement for
metallurgical separation processes to recover saleable material. This is yet another factor that commended the
Choco Project to us, a region of Colombia that I first visited some 20 years ago, since penalties or smelter
impurities are frequently a significant issue for mining operations. The product we intend to produce from
Choco, in H2 2017, can be sold easily from a production methodology that is tried and tested with few
complications, while simultaneously being an efficient and well run mining operation.
Following first production, our intent is not to prove up a JORC (2012) resource estimate, diversify into tailings
at site, or simply build an expensive piece of equipment. Our aim instead is to generate sustainable cash flow
by constructing small, inexpensive plants that can be readily moved around this sizeable platinum and gold
district. I would like to thank our shareholders for their continued support, as well as our team who have
dedicated themselves to rapidly reaching the pre-production stage and who, in September 2016, converted
their unpaid salary from 1 June 2016 to September 2016 into shares in the Company at a premium to the
prevailing closing mid-market share price.
I look forward to providing further updates on the progress of our mining operations in Colombia in due course.
Mr Edward Nealon
Non-Executive Chairman
2 June 2017
4
Bezant Resources Plc
Board of directors
Mr. Edward Nealon (Non-Executive Chairman) (Appointed 1 September 2014)
Experience and Expertise
Mr Nealon, aged 66, is a geologist with more than 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.
Other current directorships
Non-Executive Chairman of Richland Resources Limited (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
Ferrum Crescent Limited (listed on AIM).
Special responsibilities
Chairman of the Board/Remuneration and Audit Committees.
Interests in shares and options
6,670,000 fully paid ordinary shares in Bezant Resources Plc.
Dr. Bernard Olivier (Chief Executive Officer) (Appointed 26 April 2007)
Experience and Expertise
Dr Olivier, aged 41, 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 (listed on AIM) and Director of certain of their subsidiaries,
Capricorn Sapphire Pty. Ltd, Kirkwood Resources Ltd and Director of Serengeti Resources Limited.
Former directorships in the last 5 years
Emerging Market Minerals Plc (formerly listed on AIM), Enviroplats Limited, Tranomaro Mineral Development
Corporation and Great Australian Resources Limited (formerly listed on the ASX).
Special responsibilities
Chief Executive Officer/Executive Committee.
5
Bezant Resources Plc
Board of directors (continued)
Interests in shares and options
1,057,800 fully paid ordinary shares in Bezant Resources Plc.
219,780 options over ordinary shares in Bezant Resources Plc.
Dr. Evan Kirby (Non-Executive Director) (Appointed 4 December 2008)
Experience and Expertise
Dr Kirby, aged 65, is a metallurgist with over 40 years’ of international involvement. He worked initially in South
Africa for Impala Platinum, Rand Mines and then Rustenburg Platinum Mines. Then in 1992, he moved to
Australia to work for Minproc Engineers and then Bechtel Corporation. After leaving Bechtel in 2002, he
established his own consulting company to continue with his ongoing mining project involvement. Evan’s
personal “hands on” experience covers the financial, technical, engineering and environmental issues
associated with a wide range of mining and processing projects.
Other current directorships
Non-executive director of Ferrum Crescent Limited (listed on ASX, AIM and JSE), and Director of private
company, Metallurgical Management Services Pty. Limited.
Former directorships in the last 5 years
Luiri Gold Limited (listed on ASX), Luri Gold Mines Limited, Nyota Minerals Limited (listed on AIM and ASX),
Nyota Minerals (UK) Limited and Kefi Minerals (Ethiopia) Limited (formerly named Nyota Minerals (Ethiopia)
Limited).
Special responsibilities
Audit Committee.
Interests in shares and options
350,000 fully paid ordinary shares in Bezant Resources Plc.
Mr. Ronnie Siapno (Non-Executive Director) (Appointed 25 October 2007)
Experience and Expertise
Mr Siapno, aged 52, graduated from the Saint Louis University in the Philippines in 1986 with a Bachelor of
Science degree in Mining Engineering and is currently a member of both the Philippine Institute of Mining,
Metallurgical and Geological Engineers and the Philippine Society of Mining Engineers. Since graduation, he
has held various consulting positions such as Mine Planning Engineer to Benguet Exploration Inc., Mine
Production Engineer to Pacific Chrome International Inc., Exploration Engineer to both Portman Mining
Philippines Inc. and Phoenix Resources Philippines Inc. and Geotechnical Engineer to Pacific Falkon
Philippines Inc.
Other current directorships
President of Crescent Mining and Development Corporation and Director of Bezant Holdings Inc.
Former directorships in the last 5 years
None.
6
Bezant Resources Plc
Board of directors (continued)
Special responsibilities
Mankayan Project: Director of Operations.
Remuneration Committee.
Interests in shares and options
None.
Mr. Laurence Read (Executive Director) (Appointed 15 October 2012)
Experience and Expertise
Mr Read, aged 40, has spent the last 15 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
Non-Executive Director of Ferrum Crescent Limited
Chief Executive Officer of Mowbrai Limited
Ixis Resources Limited
Former directorships in the last 5 years
Non-Executive Director of Tern Plc.
Non-Executive Director of Mineral & Financial Investments Limited
Equity Participation in Porta Communications which had a controlling stake in Threadneedle Communications
Limited.
Special responsibilities
Remuneration Committee.
Interests in shares and options
138,600 fully paid ordinary shares in Bezant Resources Plc.
7
Bezant Resources Plc
Strategic report
For the six months ended 31 December 2016
Principal activity
The Company is registered in England and Wales, having been first incorporated on 13 April 1994 under the
Companies Act 1985 with registered number 02918391 as a public company limited by shares, in the name of
Yieldbid Public Limited Company. On 19 September 1994, the Company changed its name to Voss Net Plc,
with a second change of name to that of Tanzania Gold Plc on 27 September 2006. On 9 July 2007, the
Company adopted its current name of Bezant Resources Plc.
The Company was listed on AIM, a market operated by the London Stock Exchange, on 14 August 1995.
The principal activity of the Group is natural resource exploration, development and beneficiation.
Its FTSE Sector classification is that of Mining and FTSE Sub-sector that of Gold Mining.
Principal risks and uncertainties facing the Company
The principal risks and uncertainties facing the Company are the risk of not finding adequate mineral reserves,
risks associated with securing personnel, services and equipment required to develop its assets and
uncertainties concerning fluctuations in commodity prices and foreign exchange rates. However, the Company
has managed to secure service contracts in relation to its exploration activities (currently limited to the
Philippines, Argentina and Colombia) 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.
On behalf of the Board
Mr. Edward Nealon
Non-Executive Chairman
2 June 2017
8
Bezant Resources Plc
Directors’ report
For the six months ended 31 December 2016
The Directors present their report together with the audited financial statements of Bezant Resources Plc (the
“Company”) and its subsidiary undertakings (the “Group” or “Bezant”) for the six months ended 31 December
2016.
The Company changed its accounting reference date from 30 June to 31 December. These financial
statements therefore cover the six month period from 1 July 2016 to 31 December 2016.
The principal activity, review of the business and future development disclosures are contained in the
Chairman’s Statement on pages 3 to 4 and the Strategic Report on page 8.
Results and dividends
The Group’s results for the six month period are set out in the financial statements. The Directors do not
propose recommending any distribution by way of dividend for the six months ended 31 December 2016.
These financial statements include additional unaudited comparatives for the six months ended 31 December
2015 in the Consolidated Statement of Comprehensive Income, the Consolidated Statements of Changes in
Equity, the Consolidated Statement of Cash Flows and the related notes to those statements. These
comparatives are shown as separate columns and are headed as ‘Unaudited’ and have been included in the
financial statements due to a requirement of the AIM Rules when an AIM quoted company changes its
accounting reference date in order to aid the users of the financial statements by providing comparatives to the
six months ended 31 December 2016. The comparatives to the six months ended 31 December 2015 are
unaudited. The auditors’ opinion on the financial statements does not include these comparatives for the
six months ended 31 December 2015.
Directors
The following directors have held office during and subsequent to the reporting period:
Edward Nealon
Bernard Olivier
Ronnie Siapno
Evan Kirby
Laurence Read
Directors’ interests
The beneficial and non-beneficial interests of the current directors and related parties in the Company’s shares
were as follows:
B. Olivier
E. Nealon
R. Siapno
E. Kirby
L. Read
Notes:
Ordinary
shares of
0.2p each
1,057,800
6,670,000
–
350,000
138,600
Share
options
219,780
–
–
–
–
Notes
(1)
–
–
–
–
(1) 219,780 share options granted on 15 June 2007 with an exercise price of 91 pence per share.
9
Bezant Resources Plc
Directors’ report (continued)
For the six months ended 31 December 2016
Report on directors’ remuneration and service contracts
This report has been prepared in accordance with the requirements of Chapter 6 of Part 15 of the Companies
Act 2006 and also meets the requirements of the Listing Rules of the Financial Conduct Authority and describes
how the Board has applied the principles of good governance relating to Directors’ remuneration set out in the
UK Corporate Governance Code.
Executive remuneration packages are prudently designed to attract, motivate and retain Directors of the
necessary calibre and to reward them for enhancing value to shareholders. The performance measurement of
the Executive Director and key members of senior management and the determination of their annual
remuneration packages is undertaken by the Remuneration Committee. The remuneration of Non-Executive
Directors is determined by the Board within limits set out in the Articles of Association.
Executive Directors are entitled to accept appointments outside the Company providing the Board’s permission
is sought.
The service contracts of the Executive and all the Non-Executive Directors are all subject to a twelve month
termination period. Effective from March 2015, the Board agreed to a temporary 30 per cent. reduction in board
fees. Under the voluntary salary reduction, the Chief Executive Officer is paid £84,000 per annum.
Each Non-Executive Director was entitled to receive up to £15,000 and following the Board decision mentioned
above, £10,500 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 26.
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:
Salary and
Consulting
Fees(1)
Share based
payment –
shares and
options(2)
Directors’
Fees(1)
Total
six months
ended
31 December
2016(4)
Total
12 months
ended
30 June
2016
E. Nealon
B. Olivier
R. Siapno
E. Kirby
L. Read(3)
Total
£
25,500
6,375
5,100
6,375
5,250
48,600
£
–
44,625
–
14,875
8,138
67,638
10
£
–
–
–
–
–
–
£
25,500
51,000
5,100
21,250
13,388
£
42,000
84,000
8,400
35,000
24,360
116,238
193,760
Bezant Resources Plc
Directors’ report (continued)
For the six months ended 31 December 2016
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 2016 and six months ended 31 December 2016.
2. All share options are now vested in full.
3. Mr Read’s Director’s fees include NIC and UK payroll tax.
4. The Board elected to convert a total of £36,715 into shares at a share price of 2.5 pence per share from the total board remuneration
of £116,238.
Environment, Health, Safety and Social Responsibility Policy Statement
The Company adheres to the above Policy, whereby all operations are conducted in a manner that protects the
environment, the health and safety of employees, third parties and the entire local communities in general.
The Company is currently principally involved in exploration projects, located within the Philippines, Colombia
and Argentina.
The Company received formal approval of its Environmental Impact Assessment (“EIA”) in respect of its
“Eureka Project” in Argentina on 30 May 2013.
During the reporting period, 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 29 May 2017 of those shareholders with a 3%
and above equity holding in the Company.
SVS (Nominees) Limited
Vidacos Nominees Limited FGN
Tomori Enterprises Limited
Beaufort Nominees Limited
Bank of New York (Nominees) Limited
Political and charitable contributions
Number of
Ordinary Shares
Percentage of
issued share
capital
61,517,036
49,459,761
46,635,115
23,835,299
15,807,300
20.18
16.21
15.29
7.82
5.18
There were no political or charitable contributions made by the Group during the six months ended
31 December 2016.
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
11
Bezant Resources Plc
Directors’ report (continued)
For the six months ended 31 December 2016
Directors to prepare financial statements for each financial year which give a true and fair view of the state of
affairs of the Group and of the Company and of the profit or loss of the Group for that year.
In preparing those financial statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable and prudent;
– state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
– prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the
Group will continue in business.
The Directors confirm that the financial statements comply with the above requirements.
The Directors are responsible for keeping 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 all the Directors, at the time of approval of their report, are aware:
– there is no relevant audit information of which the Company’s auditors are unaware, and
– the Directors have taken all steps that they ought to have taken as Directors in order to make themselves
aware of any relevant audit information and to establish that the Company’s auditors are aware of that
information.
Auditors
UHY Hacker Young LLP have expressed their willingness to continue as the auditors of the Company, and in
accordance with section 489 of the Companies Act 2006, a resolution to re-appoint them will be proposed at
the Company’s forthcoming Annual General Meeting.
Annual General Meeting
The Company will hold an Annual General Meeting on Friday 30 June 2017 and the wording of each resolution
to be tabled is set out in the Notice of Meeting.
Resolution 4, which is to be tabled as an ordinary resolution, is to grant the Directors the general authority to
allot shares which will, inter alia, enable the Company to progress exploration and its development of the
Colombian platinum project.
Resolution 6, which is to be tabled as a special resolution, is to grant the Directors the authority to allot shares
on a non-preemptive basis. This authority to allot enables the Company to meet its obligations, if required, in
accordance with the proposed Executive Share Option Scheme to be ratified by the Company’s shareholders
at the meeting and grants the Directors additional general authority for the allotment of equity securities on a
non-preemptive basis, to enable the Company the flexibility to raise additional working capital if required.
12
Bezant Resources Plc
Directors’ report (continued)
For the six months ended 31 December 2016
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 10.00 a.m. on 28 June 2017.
On behalf of the Board
Mr. Edward Nealon
Non-Executive Chairman
2 June 2017
13
Bezant Resources Plc
Corporate governance
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 5 to 7.
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.
14
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 made a loss from all operations for the six months ended 31 December 2016 after tax of £1.2 million
(6 months ended 31 December 2015 (unaudited): £0.3 million; 12 months ended 30 June 2016: £9.1 million),
had negative cash flows from operations and is currently not generating revenues. Cash and cash equivalents
were £229,000 as at 31 December 2016. The Group raised in aggregate, £1,000,000 before expenses, through
a conditional placement subsequent to the period end. An operating loss is expected in the 12 months
subsequent to the date of these accounts and as a result the Company will probably need to raise funding to
provide additional working capital to finance its ongoing activities especially if it decides to exercise more of its
15
Bezant Resources Plc
Corporate governance (continued)
options over certain platinum and gold licences in Colombia. Management has successfully raised money in
the past, but there is no guarantee that adequate funds will be available when needed in the future.
There is a material uncertainty related to the conditions above that may cast significant doubt on the Group’s
ability to continue as a going concern and therefore the Group may be unable to realise its assets and
discharge its liabilities in the normal course of business.
Based on the Board’s assessment that the Company will be able to raise additional funds, if required, to meet
its working capital and capital expenditure requirements, the Board have concluded that they have a
reasonable expectation that the Group can continue in operational existence for the foreseeable future. For
these reasons the Group continues to adopt the going concern basis in preparing the annual report and
financial statements.
Relations with shareholders
The Board attaches considerable importance to the maintenance of good relationships with shareholders.
Presentations by the Directors to institutional shareholders and City analysts are made as and when considered
appropriate by the Board and the Company’s advisers.
All shareholders are invited to attend the Annual General Meeting and all General Meetings, when required,
and are encouraged to take the opportunity of putting questions to the Board.
The Annual General Meeting is regarded as an opportunity to communicate directly with private shareholders.
Dr. Evan Kirby
Non-Executive Director
2 June 2017
16
Bezant Resources Plc
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC
Opinion
We have audited the financial statements of Bezant Resources Plc for the six months ended 31 December
2016 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 Flows and the related notes, including a summary of
significant accounting policies. 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.
In our opinion, the financial statements:
• give a true and fair view of the state of the Group and Parent Company’s affairs as at 31 December 2016
and of the Group and Parent company’s loss for the period then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report. We are independent of the Company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to
report to you where:
• the directors’ use of the going concern basis of accounting in the preparation of the financial statements
is not appropriate; or
• the directors have not disclosed in the financial statements any identified material uncertainties that may
cast significant doubt about the Company’s ability to continue to adopt the going concern basis of
accounting for a period of at least twelve months from the date when the financial statements are
authorised for issue.
Emphasis of matters
Going concern
We have considered the adequacy of the going concern disclosures made in note 1.1 to the financial
statements concerning the Group’s and Company’s ability to continue as a going concern. The Group incurred
an operating loss of £1m during the period ended 31 December 2016 and is still incurring losses. As discussed
in note 1.1, the Company will need to raise further funds in order to meet its budgeted operating costs if it
decides to exercise more of its options over certain platinum and gold licences in Colombia. These conditions,
along with other matters discussed in note 1.1 indicate the existence of a material uncertainty which may cast
significant doubt about the Group’s and Company’s ability to continue as a going concern. The financial
17
Bezant Resources Plc
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC (continued)
statements do not include the adjustments (such as impairment of assets) that would result if the Group and
Company were unable to continue as a going concern.
Our opinion is not modified in respect of the above matter.
Comparative information for the six months ended 31 December 2015
We have considered the adequacy of the disclosures made in the director’s report and note 1.1 covering the
basis of preparation relating to the inclusion of additional unaudited comparatives for the six months ended
31 December 2015 in the Consolidated Statement of Comprehensive Income, the Consolidated Statements of
Changes in Equity, the Consolidated Statement of Cash Flows and the related notes. These comparatives have
been included in the financial statements due to a requirement of the AIM Rules when an AIM quoted company
changes its accounting reference date to aid the users of the financial statements by providing comparatives
to the six months ended 31 December 2016. The comparatives for the six months ended 31 December 2015
are unaudited. Our opinion on the financial statements does not include these comparatives for the six months
ended 31 December 2015.
Our opinion is not modified in respect of the above matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Our assessment of risks of material misstatements
We identified the following risks that we believe have had the greatest impact on our audit strategy and scope:
Impairment of investments and exploration and evaluation assets
The Group has capitalised significant costs in respect of the Eureka project in accordance with IFRS 6
‘Exploration for and Evaluation of Mineral Resources’ (IFRS 6), therefore there is a risk of impairment. The
Company has significant investments in the wider group of which the carrying value is clearly linked to the
underlying exploration and evaluation assets.
The fair value of options held in respect of the Choco project
The carrying value of the options is significant therefore if there was any indicator that the underlying licenses
may not be commercially viable and were allowed to lapse then the carrying value of the options will require
impairment.
Going concern
The Company is not yet at the production stage and therefore is reliant on share issues or other sources of
funding to provide the working capital in order to meet the Group’s commitments.
18
Bezant Resources Plc
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC (continued)
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements on our audit and on the financial statements. We define financial statement materiality as the
magnitude by which misstatements, including omissions, could influence the economic decisions taken on the
basis of the financial statements by reasonable users.
We also determine a level of performance materiality which we use to determine the extent of testing needed
to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.
We determined materiality for the financial statements as a whole to be £117,000. In determining this we based
our assessment on an average of three key indicators, being the loss before tax, the net assets and gross
assets of the Company. On the basis of our risk assessment, together with our assessment of the Company’s
control environment, our judgement is that performance materiality for the financial statements should be 75%
of materiality, being £87,750.
An overview of the scope of our audit
The approach we took to the assessed risks described above was as follows:
Impairment of investments and exploration and evaluation assets
In respect of the Eureka project, in accordance with IFRS 6 we reviewed the asset for indications of impairment,
considered and discussed the directors’ impairment review and we obtained evidence that all licenses remain
valid and are in good standing.
We obtained and reviewed the board’s impairment assessment that no impairment was required at the period
end.
We reviewed the future plans of the project in respect of funding, viability and development. There were no
indicators that the project is not commercially viable or any other indicators of impairment.
The fair value of options held in respect of the Choco project
We obtained evidence that the options had not lapsed since the period end. One of the options had been
exercised post year end.
We confirmed with the board that it is still the intention to exercise the remaining option having extended this
shortly before the period end.
Therefore no indicators of impairment of the options existed at the year end.
Going concern
The Group held cash and cash equivalents of £229k at the period end. Although the Group completed a fund
raising of £1m subsequent to the end of the period there is an uncertainty as to whether additional funding and
working capital will be required within at least twelve months from the date when the financial statements are
authorised for issue.
Our audit report therefore includes an ‘emphasis of matter’ paragraph as set out above earlier in this report.
19
Bezant Resources Plc
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC (continued)
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditors’ report thereon. Our opinion
on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on pages 11 to 12, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
20
Bezant Resources Plc
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF BEZANT RESOURCES PLC (continued)
concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at www.frc.org.uk/apb/scope/private.cfm. This description forms part of our
auditor’s report.
This report is made solely to the Company’s members, as a body, in accordance with part 3 of Chapter 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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
2 June 2017
21
Bezant Resources Plc
Consolidated Statement of Comprehensive Income
For the six months ended 31 December 2016
Audited Unaudited Audited
Six Months Six months 12 months
ended ended ended
31 December 31 December 30 June
2016 2015 2016
Notes £’000 £’000 £’000
Continuing operations
Group revenue – – –
Cost of sales – – –
Gross profit/(loss) – – –
Operating expenses 3 (1,027) (192) (717)
Group operating loss 4 (1,027) (192) (717)
Other income 5 2 – –
Interest receivable 6 – 1 1
Impairment 7 (155) – (8,278)
Share of Associates’ loss 14 – (74) (136)
Loss before taxation (1,180) (265) (9,130)
Taxation 8 – – –
Loss for the period (1,180) (265) (9,130)
Attributable to:
Owners of the Company (1,172) (265) (9,114)
Non-controlling interest (8) – (16)
(1,180) (265) (9,130)
Other comprehensive income:
Foreign currency reserve movement (66) 160 499
Total comprehensive loss for the period (1,246) (105) (8,631)
Attributable to:
Owners of the Company (1,235) (105) (8,609)
Non-controlling interest (11) – (22)
(1,246) (105) (8,631)
Loss per share (pence)
Basic and diluted 9 (0.67) (0.29p) (8.42)
22
Bezant Resources Plc
Consolidated Statement of Changes in Equity
For the six months ended 31 December 2016
Non-
Share Share Other Retained Controlling Total
Capital Premium Reserves Losses interest Equity
£’000 £’000 £’000 £’000 £’000 £’000
Audited – six months ended
31 December 2016
Balance at 1 July 2016 274 32,048 1,054 (26,584) (43) 6,749
Current period loss – – – (1,172) (8) (1,180)
Foreign currency reserve – – (63) – (3) (66)
Total comprehensive loss for
the period – – (63) (1,172) (11) (1,246)
Proceeds from shares issued 122 1,031 – – – 1,153
Issue of ordinary shares related
to business combination 14 148 – – – 162
Balance at 31 December 2016 410 33,227 991 (27,756) (54) 6,818
Unaudited – six months ended
31 December 2015
Balance at 1 July 2015 166 31,053 549 (17,470) – 14,298
Current period loss – – – (265) – (265)
Foreign currency reserve – – 160 – – 160
Total comprehensive loss for
the period – – 160 (265) – (105)
Proceeds from shares issued 33 368 – – – 401
Balance at 31 December 2015 199 31,421 709 (17,735) – 14,594
Audited – 12 months ended
30 June 2016
Balance at 1 July 2015 166 31,053 549 (17,470) – 14,298
Current period loss – – – (9,114) (16) (9,130)
Foreign currency reserve – – 505 – (6) 499
Total comprehensive loss for
the period – – 505 (9,114) (22) (8,631)
Proceeds from shares issued 33 368 – – – 401
Issue of ordinary shares related
to business combination 75 627 – – – 702
Subsidiary acquired – – – – (21) (21)
Balance at 30 June 2016 274 32,048 1,054 (26,584) (43) 6,749
23
Bezant Resources Plc
Company Statement of Changes in Equity
For the six months ended 31 December 2016
Share Share Other Retained Total
Capital Premium Reserves Losses Equity
£’000 £’000 £’000 £’000 £’000
Audited – six months ended
31 December 2016
Balance at 1 July 2016 274 32,048 407 (24,991) 7,738
Current period loss – – – (423) (423)
Total comprehensive loss for the period – – – (423) (423)
Proceeds from shares issued 122 1,031 – – 1,153
Issue of ordinary shares related to
business combination 14 148 – – 162
Balance at 31 December 2016 410 33,227 407 (25,414) 8,630
Unaudited – six months ended
31 December 2015
Balance at 1 July 2015 166 31,053 407 (16,360) 15,266
Current period profit – – – 94 94
Total comprehensive loss for the period – – – 94 94
Proceeds from shares issued 33 368 – – 401
Balance at 31 December 2015 199 31,421 407 (16,266) 15,761
Audited – 12 months ended
30 June 2016
Balance at 1 July 2015 166 31,053 407 (16,360) 15,266
Current period loss – – – (8,631) (8,631)
Total comprehensive loss for the period – – – (8,631) (8,631)
Proceeds from shares issued 33 368 – – 401
Issue of ordinary shares related to
business combination 75 627 – – 702
Balance at 30 June 2016 274 32,048 407 (24,991) 7,738
24
Bezant Resources Plc
Consolidated and Company Balance Sheets
As at 31 December 2016
Consolidated
Company
Audited Audited Audited Audited
31 December 30 June 31 December 30 June
2016 2016 2016 2016
Notes £’000 £’000 £’000 £’000
ASSETS
Non-current assets
Plant and equipment 13 20 55 4 5
Investments 14 – – 5,390 4,437
Intangible assets 15 1,834 1,620 – –
Exploration and evaluation assets 16 4,790 4,790 3,129 3,129
Total non-current assets 6,644 6,465 8,523 7,571
Current assets
Trade and other receivables 17 73 115 22 7
Cash and cash equivalents 229 261 203 228
Total current assets 302 376 225 235
TOTAL ASSETS 6,946 6,841 8,748 7,806
LIABILITIES
Current liabilities
Trade and other payables 18 128 92 118 68
Total current liabilities 128 92 118 68
NET ASSETS 6,818 6,749 8,630 7,738
EQUITY
Share capital 20 410 274 410 274
Share premium 20 33,227 32,048 33,227 32,048
Share-based payment reserve 265 265 265 265
Foreign exchange reserve 726 789 142 142
Retained losses (27,756) (26,584) (25,414) (24,991)
EQUITY ATTRIBUTABLE TO OWNERS
OF THE PARENT 6,872 6,792 8,630 7,738
NON-CONTROLLING INTEREST (54) (43) – –
TOTAL EQUITY 6,818 6,749 8,630 7,738
These financial statements were approved by the Board of Directors on 2 June 2017 and signed on its
behalf by:
Edward Nealon
Non-Executive Chairman
Company Registration No. 02918391
25
Bezant Resources Plc
Consolidated and Company Statements of Cash Flows
For the six months ended 31 December 2016
Consolidated
Company
Audited Unaudited Audited Audited Unaudited Audited
Six months Six months 12 months Six months Six months 12 months
ended ended ended ended ended ended
31 December 31 December 30 June 31 December 31 December 30 June
2016 2015 2016 2016 2015 2016
Notes £’000 £’000 £’000 £’000 £’000 £’000
Net cash outflow from
operating activities 23 (950) (288) (813) (483) (457) (635)
Cash flows from investing
activities
Interest received – 1 1 – 1 1
Other income 24 7 22 22 7 22
Acquisition of plant and equipment (3) – – – – –
Deferred exploration expenditure – – (2) – – –
Option payments (91) (33) – – (33) –
Acquisition of subsidiary, net of
cash acquired 24 – – (669) – – (733)
Investment in existing subsidiary – – – (704) – –
Loans to associates and
subsidiaries (155) (291) (496) (154) (133) (609)
(225) (316) (1,144) (836) (158) (1,319)
Cash flows from financing
activities
Proceeds from issuance of
ordinary shares 25 1,118 401 401 1,118 401 401
1,118 401 401 1,118 401 401
Decrease in cash (57) (203) (1,556) (201) (214) (1,553)
Cash and cash equivalents at
beginning of period 261 1,679 1,679 228 1,643 1,643
Foreign exchange movement 25 74 138 176 82 138
Cash and cash equivalents at
end of period 229 1,550 261 203 1,511 228
26
Bezant Resources Plc
Notes to the financial statements
For the six months ended 31 December 2016
General information
Bezant Resources Plc (the “Company”) is a company incorporated in England and Wales. The address of its
registered office and principal place of business is disclosed in the corporate directory. The Company is quoted
on the Alternative Investment Market (“AIM”) of the London Stock Exchange and has the TIDM code of BZT.
Information required by AIM Rule 26 is available in the section of the Group’s website with that heading at
www.bezantresources.com.
1. Accounting policies
1.1 Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the periods presented, unless otherwise
stated below.
Going concern basis of accounting
The Group made a loss from all operations for the six months ended 31 December 2016 after tax of
£1.2 million (six months ended 31 December 2015 (unaudited): £0.3 million; 12 months ended 30 June
2016: £9.1 million), had negative cash flows from operations and is currently not generating revenues.
Cash and cash equivalents were £229,000 as at 31 December 2016. The Group raised in aggregate,
£1,000,000 before expenses, through a conditional placement subsequent to the period end. An
operating loss is expected in the 12 months subsequent to the date of these accounts and as a result
the Company will probably need to raise funding to provide additional working capital to finance its
ongoing activities especially if it decides to exercise more of its options over certain platinum and gold
licences in Colombia. Management has successfully raised money in the past, but there is no guarantee
that adequate funds will be available when needed in the future.
There is a material uncertainty related to the conditions above that may cast significant doubt on the
Group’s ability to continue as a going concern and therefore the Group may be unable to realise its
assets and discharge its liabilities in the normal course of business.
Based on the Board’s assessment that the Company will be able to raise additional funds, if required, to
meet its working capital and capital expenditure requirements, the Board have concluded that they have
a reasonable expectation that the Group can continue in operational existence for the foreseeable future.
For these reasons the Group continues to adopt the going concern basis in preparing the annual report
and financial statements.
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”).
These financial statements include additional unaudited comparatives for the six months ended
31 December 2015 in the Consolidated Statement of Comprehensive Income, the Consolidated
Statements of Changes in Equity, the Consolidated Statement of Cash Flow and the related notes to
those statements. These comparatives are shown as separate columns and are headed as ‘Unaudited’
and have been included in the financial statements due to a requirement of the AIM Rules when an AIM
quoted company changes its accounting reference date in order to aid the users of the financial
statements by providing comparatives to the six months ended 31 December 2016. The comparatives
for the six months ended 31 December 2015 are unaudited. The auditors’ opinion on the financial
statements does not include these comparatives for the six months ended 31 December 2015.
27
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
1.1 Accounting policies (continued)
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.
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:
Standard
IAS 7*
IAS 12*
IFRS 9*
IFRS 15
IFRS 16
Impact on initial application
Statement of cash flow
Income taxes
Financial Instruments
Revenue from Contracts with Customers
Leases
* Amendments
Effective date
1 January 2017
1 January 2017
1 January 2018
1 January 2018
1 January 2019
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.
28
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
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, options and deferred exploration expenditure:
The Group determines whether investments, options and deferred exploration expenditure are impaired
when indicators, based on facts and circumstances, suggest that the carrying amount may exceed its
recoverable amount. Such indicators include the point at which a determination is made as to whether
or not commercial mining reserves exist in the associate in which the investment is held or whether
exploration expenditure capitalised is recoverable by way of future exploitation or sale, obviously pending
completion of the exploration activities associated with any specific project in each segment.
1.3 Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured. The following specific recognition criteria must also be met
before revenue is recognised:
(i) Sale of goods
Revenue from the sale of goods (precious and base metals) is recognised when the significant risks and
rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in
respect of the transaction can be measured reliably. Risks and rewards of ownership are considered
passed to the buyer at the time of delivery of the goods to the customer.
(ii) Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield
on the financial asset.
1.4 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.
29
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
1.5 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.
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.
30
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
1.6 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.
1.7 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.
1.8 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.
1.9 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.
31
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
1.10 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.
1.11 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.
1.12 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.
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.
1.13 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.
1.14 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.
32
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
1.15 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.
1.16 Intangibles
The difference between the amount paid on the acquisition of subsidiary undertakings and the aggregate
fair value of their separate net assets has been attributed to the fair value of option rights and intellectual
property. Intangible assets are not amortised but tested for impairment when there are any indications
that its carrying value is not recoverable. As such intangibles are stated at cost less any provision for
impairment in value.
1.17 Investments
Investments in subsidiaries, joint ventures and associated companies are carried at cost less
accumulated impairment losses in the Company’s balance sheet. On disposal of investments in
subsidiaries, joint ventures and associated companies, the difference between disposal proceeds and
the carrying amounts of the investments are recognised in profit or loss.
33
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
2. Segment reporting
For the purposes of segmental information, the operations of the Group are focused in geographical
segments, namely the UK, Argentina, Colombia and the Philippines and comprise one class of business:
the exploration, evaluation and development of mineral resources. The UK is used for the administration
of the Group.
The Group’s loss before tax arose from its operations in the UK, Argentina, Colombia and the Philippines.
For the six months ended 31 December 2016
UK Argentina Philippines Colombia
£’000
£’000
£’000
£’000
Total
£’000
Consolidated loss before tax
Included in the consolidated
loss before tax are the
following income/(expense) items:
Depreciation
Interest received
Foreign currency gain
Total Assets
Total Liabilities
For the 12 months ended 30 June 2016
(580)
(21)
(133)
(446)
(1,180)
(1)
–
12
230
(91)
(2)
–
–
4,824
(7)
–
–
–
–
–
–
–
2
(3)
–
14
1,892
(30)
6,946
(128)
UK Argentina Philippines Colombia
£’000
£’000
£’000
£’000
Total
£’000
Consolidated loss before tax
Included in the consolidated
loss before tax are the
following income/(expense) items:
Depreciation
Interest received
Foreign currency loss
Total Assets
Total Liabilities
(8,794)
(38)
(133)
(165)
(9,130)
(2)
1
143
247
(70)
(4)
–
–
4,863
(3)
–
–
3
59
–
–
–
(2)
(6)
1
144
1,672
(19)
6,841
(92)
34
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
3. Operating expenses
Audited Unaudited Audited
Six months Six months 12 months
ended ended ended
31 December 31 December 30 June
2016 2015 2016
£’000 £’000 £’000
On-going operating expenses 1,024 189 711
Depreciation and amortisation 3 3 6
1,027 192 717
4. Operating loss
The Group’s operating loss is stated after charging/(crediting):
Audited Unaudited Audited
Six months Six months 12 months
ended ended ended
31 December 31 December 30 June
2016 2015 2016
£’000 £’000 £’000
Parent Company auditor’s remuneration –
audit services 27 15 35
Parent Company auditor’s remuneration –
tax services 3 3 4
Parent Company auditor’s remuneration –
other services – 2 6
Operating lease charges
– Premises 5 5 10
– Equipment 1 1 1
Depreciation of tangible assets 3 3 6
Foreign exchange gain (14) (84) (146)
5. Other income
Audited Unaudited Audited
Six months Six months 12 months
ended ended ended
31 December 31 December 30 June
2016 2015 2016
£’000 £’000 £’000
Shares issued at a premium 2 – –
In satisfaction of certain accrued directors’ fees and salaries which had been unpaid since 1 June 2016,
Bezant issued 1,468,600 new ordinary shares of 0.2 pence each in the Company on 27 September 2016.
The conversion was made at the volume weighted average price (“VWAP”) of the Company’s shares
over the period the fees were outstanding. The VWAP over the period of approximately 2.5 pence per
share represented a premium of approximately 5 per cent. to the closing mid-market share price of
2.38 pence on 27 September 2016. In total, unpaid fees of, in aggregate, £36,715 were converted into
new ordinary shares.
35
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
6. Interest receivable
Audited Unaudited Audited
Six months Six months 12 months
ended ended ended
31 December 31 December 30 June
2016 2015 2016
£’000 £’000 £’000
Bank interest receivable – 1 1
7. Impairment
Audited Unaudited Audited
Six months Six months 12 months
ended ended ended
31 December 31 December 30 June
2016 2015 2016
£’000 £’000 £’000
Impairment loss on loan to associate 155 – 3,310
Impairment loss on investment in associate – – 4,968
155 – 8,278
The Mankayan project has been fully impaired due to the significant lingering uncertainty concerning any
potential sale or JV of the project given the current political and tax environment in the Philippines.
8. Taxation
Audited Unaudited Audited
Six months Six months 12 months
ended ended ended
31 December 31 December 30 June
2016 2015 2016
£’000 £’000 £’000
UK Corporation tax
– current period – – –
Total current tax charge – – –
Factors affecting the tax charge for the period:
Loss on ordinary activities before tax (1,180) (265) (9,130)
Loss on ordinary activities multiplied by the
standard rate of UK corporation tax of 20% (236) (53) (1,825)
Effects of:
Non-taxable income – (1) (164)
Non-deductible expenses 4 – 665
Tax losses 232 54 1,324
Total tax charge – – –
At 31 December 2016, the Group had unused losses carried forward of £10,690,000 (30 June 2016:
£9,554,000) available for offset against suitable future profits. Most of the losses were sustained in the
United Kingdom.
36
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
8. Taxation (continued)
The Group’s deferred tax asset as at 31 December 2016 that arose from these losses has not been
recognised in respect of such losses due to the uncertainty of future profit streams. The contingent
deferred tax asset, which has been measured at 17% (30 June 2016: 20%), is estimated to be
£2,005,000 (30 June 2016: £1,911,000).
9. Loss per share
The basic and diluted loss per share have been calculated using the loss attributable to equity holders
of the Company for the six months ended 31 December 2016 of £1,172,000 (six months ended
31 December 2015 (unaudited): £265,000; 12 months ended June 2016: £9,114,000). The basic loss per
share was calculated using a weighted average number of shares in issue of 175,167,279 (six months
ended 31 December 2015: 92,437,573; 12 months ended June 2016: 108,279,905).
The diluted loss per share has been calculated using a weighted average number of shares in issue and
to be issued of 177,565,079 (six months ended 31 December 2015 (unaudited): 96,079,465; 12 months
ended June 2016: 110,677,705).
The diluted loss per share and the basic loss per share are recorded as the same amount, as conversion
of share options decreases the basic loss per share, thus being anti-dilutive.
10. 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 loss for the six month period ended 31 December 2016
of £423,000 (six months ended 31 December 2015: £94,000 profit; 12 months ended June 2016:
£8,631,000 loss) has been included in the consolidated income statement.
11. Directors’ emoluments
The Directors’ emoluments of the Group are as follows:
Audited Unaudited Audited
Six months Six months 12 months
ended ended ended
31 December 31 December 30 June
2016 2015 2016
£’000 £’000 £’000
Wages, salaries and fees 116 97 193
Refer to page 10 for details of the remuneration of each director.
12. Employee information
Audited Unaudited Audited
Six months Six months 12 months
ended ended ended
31 December 31 December 30 June
2016 2015 2016
Average number of employees including directors:
Management and technical 5 5 5
37
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
12. Employee information (continued)
Audited Unaudited Audited
Six months Six months 12 months
ended ended ended
31 December 31 December 30 June
2016 2015 2016
£’000 £’000 £’000
Salaries (excluding directors’ remuneration) – – –
13. Plant and equipment
Audited Audited Audited Audited
31 December 30 June 31 December 30 June
2016 2016 2016 2016
£’000 £’000 £’000 £’000
Consolidated
Company
Plant and equipment
Cost
At beginning of period 139 139 60 60
Additions 3 – – –
Exchange differences (47) – – –
At end of period 95 139 60 60
Depreciation
At beginning of period 84 78 55 53
Charge for the period 3 6 1 2
Exchange differences (12) – – –
At end of period 75 84 56 55
Net book value at end of period 20 55 4 5
14. Investments
Audited Audited Audited Audited
31 December 30 June 31 December 30 June
2016 2016 2016 2016
£’000 £’000 £’000 £’000
Consolidated
Company
Investment in associates – 4,968 – –
Loan to associate 155 3,310 3,389 3,321
Impairment provision (note 7) (155) (8,278) (3,389) (3,321)
Investment in subsidiaries – – 2,964 2,090
Loan to subsidiaries – – 3,008 2,929
Provision for subsidiary loan
recoverability – – (582) (582)
– – 5,390 4,437
38
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
14.1 Investment in associates
Audited Audited Audited Audited
31 December 30 June 31 December 30 June
2016 2016 2016 2016
£’000 £’000 £’000 £’000
Consolidated
Company
Acquisition of interest in associate
As at beginning of period – 5,104 – –
Proportionate share of
loss in associate – (136) – –
Impairment provision (note 7) – (4,968) – –
As at end of period – – – –
14.2 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)
31 December 30 June
2016 2016
£’000 £’000
Assets 1,310 1,429
Liabilities (1,355) (1,371)
Loss for the year (22) (92)
% Interest Directly Held 40 40
% Interest Indirectly Held 24 24
% Interest held – Total 64* 64*
* 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.
Approval of the 2 year renewal of the Exploration Period of Mineral Production Sharing Agreement
(“MPSA”) no. 057-96-CAR (“Mankayan Licence”) was received on 28 August 2015. Under the terms of
the renewal, CMDC is required to satisfy work programme commitments totalling approximately
US$2,500,000 over the period.
14.3 Bezant Holdings Inc. (incorporated and operates in the Philippines)
31 December 30 June
2016 2016
£’000 £’000
Assets 41 36
Liabilities (38) (39)
Loss for the year (4) (7)
% Interest held 40 40
39
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
14. Investments (continued)
14.4 Investments – subsidiary undertakings
The Company’s significant subsidiary undertakings held as fixed asset investments as at 31 December
2016 were as follows:
Percentage of
Country of Principal ordinary share
incorporation Activity capital held
Held directly
Tanzania Gold Limited Ireland Holding Company 100%
Asean Copper Investments Limited British Virgin Islands Holding Company 100%
Colombian Mining Data S.A. Panama Intellectual Property
holding 100%
Leeward Islands Explorations LLC Nevis Holding Company 100%
Held indirectly
Anglo Tanzania Gold Limited England Gold and copper
exploration 100%
Eureka Mining & Exploration SA Argentina Gold and copper
exploration 100%
Puna Metals SA Argentina Gold and copper
exploration 100%
Ulloa Recursos Naturales S.A.S. Colombia Gold and platinum
exploration 100%
Aguaclara Compania Minera S.A.S. Colombia Gold and platinum
exploration 70%
Ulloa Capital S.A.S. Colombia Holding Company 100%
Santacilia Capital S.A.S. Colombia Holding Company 100%
15. Intangible assets
15.1 Option to acquire exploration licence
Audited Audited Audited Audited
31 December 30 June 31 December 30 June
2016 2016 2016 2016
£’000 £’000 £’000 £’000
Consolidated
Company
Balance at beginning of period 1,620 – –
Acquisitions through business
combinations – Colombian
projects’ rights over platinum
and gold licence areas – 1,620 –
Additions 91 – –
Exchange differences (39) – –
Carried forward at end of period 1,672 1,620 –
–
–
–
–
–
40
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
15. Intangible assets (continued)
15.2 Intellectual property rights over proprietary geological data
Audited Audited Audited Audited
31 December 30 June 31 December 30 June
2016 2016 2016 2016
£’000 £’000 £’000 £’000
Consolidated
Company
Balance at beginning of period – – –
Acquisitions through business
combinations – Rights over
geological information
and other data 162 – –
Carried forward at end of period 162 – –
Total intangibles 1,834 1,620 –
–
–
–
–
The options to acquire exploration licences represent an attractive opportunity to potentially generate
long-term shareholder value via the creation of a low cost platinum and gold production operation outside
of South Africa. Whilst PGM prices are currently depressed, significant pressure on major platinum
sources and depleting stock-piles should enable Bezant to realise potentially significant margins from the
successful future development of such licence areas. The Board of Directors of Bezant has significant
past experience of successfully developing world-class PGM group production sources with the
Company’s Non-Executive Chairman, Edward Nealon, having founded Aquarius Platinum Limited and
Sylvania Resources Limited. Post the balance sheet date, the options held over the FKJ-083 and
HCA 082 licences were exercised (see note 28)
The intellectual property rights represent proprietary geological information and other data utilised in
exploration activities.
The directors have assessed the value of these intangible assets, and in their opinion, based on a review
of the options over areas of interest, expected available funds and the opportunity to potentially create a
low cost platinum and gold production operation, no impairment is necessary.
16. Exploration and evaluation assets
Audited Audited Audited Audited
31 December 30 June 31 December 30 June
2016 2016 2016 2016
£’000 £’000 £’000 £’000
Consolidated
Company
Balance at beginning of period 4,790 4,788 3,129
Additions – 2 –
Carried forward at end of period 4,790 4,790 3,129
3,129
–
3,129
The amount of capitalised exploration and evaluation expenditure relates to 11 licences comprising the
Eureka Project and are located in north-west Jujuy near to the Argentine border with Bolivia and are
formally known as Mina Eureka, Mina Eureka II, Mina Gino I, Mina Gino II, Mina Mason I, Mina Mason
II, Mina Julio I, Mina Julio II, Mina Paul I and Mina Paul II, covering, in aggregate, an area in excess of
approximately 5,500 hectares and accessible via a series of gravel roads. All licences remains valid and
in good standing.
41
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
16. Exploration and evaluation assets (continued)
The directors have assessed the value of the intangible assets, and in their opinion, based on a review
of the expiry dates of licences, expected available funds and the intention to continue exploration and
evaluation, no impairment is necessary.
17 Trade and other receivables
Audited Audited Audited Audited
31 December 30 June 31 December 30 June
2016 2016 2016 2016
£’000 £’000 £’000 £’000
Consolidated
Company
Due within one year:
VAT recoverable 22 6 22
Other debtors 51 109 –
73 115 22
6
1
7
18. Trade and other payables
Audited Audited Audited Audited
31 December 30 June 31 December 30 June
2016 2016 2016 2016
£’000 £’000 £’000 £’000
Consolidated
Company
Trade creditors 81 54 93
Accruals 47 38 25
128 92 118
33
35
68
19. Financial instruments
(a) Interest rate risk
As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group’s
interest rate risk arises from its cash held on short term deposit, which is not significant.
(b) Net fair value
The net fair value of financial assets and financial liabilities approximates to their carrying amount as
disclosed in the balance sheet and in the related notes.
(c) Foreign currency risk
The Group undertakes certain transactions denominated in foreign currencies, hence exposure to
exchange rate fluctuations arise. The Group has not hedged against currency depreciation but continues
to keep the matter under review.
42
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
19. Financial instruments (continued)
(c) Foreign currency risk (continued)
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary
liabilities at the reporting date is as follows:
31 December 30 June 31 December 30 June
2016 2016 2016 2016
£’000 £’000 £’000 £’000
Assets
Liabilities
US Dollars 17 89 34
AU Dollars 167 194 –
AR Pesos 21 23 7
CO Pesos 54 48 30
259 354 71
7
8
3
19
37
Sensitivity analysis
A 10 per cent. strengthening of the British Pound against the foreign currencies listed above at
31 December would have increased/(decreased) profit or loss by the amounts shown below.
The analysis assumes that all other variables remain the same. The analysis is performed on the same
basis as at 30 June 2016.
31 December 30 June
2016 2016
£’000 £’000
US Dollars 2 (8)
AU Dollars (17) (19)
AR Pesos (4) (9)
CO Pesos (26) (3)
A 10 per cent. weakening of the British Pound against the foreign currencies listed above at
31 December would have had the equal but opposite effect to the amounts shown above, on the basis
that all other variables remain constant.
(d) Financial risk management
The Directors recognise that this is an area in which they may need to develop specific policies should
the Group become exposed to wider financial risks as the business develops.
(e) Liquidity risk management
The Directors have regard to the maintenance of sufficient cash resources to fund the Group’s immediate
operating and exploration activities. Cash resources are managed in accordance with planned
expenditure forecasts.
(f) Capital risk management
The Directors recognise that the Group’s capital is its equity reserves. The Group’s current objective is
to manage its capital in a manner that ensures that the funds raised meet its operating and exploration
expenditure commitments. Currently, the Company does not seek any borrowings to operate the
Company and all future supplemental funding is raised through investors as and when required in order
to finance working capital requirements and potential new project opportunities, as they may develop.
43
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
20. Share capital
Audited Audited
31 December 30 June
2016 2016
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
As at beginning of the period 274 166
Share subscription 122 33
Acquisition of subsidiary (note 30) 14 75
As at end of period 410 274
Number of Number of
shares shares
31 December 30 June
2016 2016
Ordinary share capital is summarised below:
As at beginning of the period 136,833,162 82,939,525
Share subscription 59,450,000 16,587,500
Shares issued to directors* 1,468,600 –
Acquisition of subsidiary (note 30) 7,201,745 37,306,137
As at end of period 204,953,507 136,833,162
* In satisfaction of certain accrued directors’ fees and salaries which had been unpaid since 1 June 2016, Bezant issued 1,468,600
new ordinary shares of 0.2 pence each in the Company on 27 September 2016. The conversion was made at the volume weighted
average price (“VWAP”) of the Company’s shares over the period the fees were outstanding. The VWAP over the period of
approximately 2.5 pence per share represented a premium of approximately 5 per cent. to the closing mid-market share price of
2.38 pence on 27 September 2016. In total, unpaid fees of, in aggregate, £36,715 were converted into new ordinary shares.
Audited Audited
31 December 30 June
2016 2016
£’000 £’000
The share premium was as follows:
As at beginning of period 32,048 31,053
Share subscription 1,102 372
Share issue costs (71) (4)
Acquisition of subsidiary (note 30) 148 627
As at end of period 33,227 32,048
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.
44
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
21. Share-based payments
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) 04/05/2012 50p 3 years Vested immediately
upon being granted
(i) Warrants representing 1.5% of the Company’s issued share capital at the time of exercise.
The number and weighted average exercise prices of the above plans are as follows:
Weighted Weighted
average average
exercise exercise
Number price Number price
31 December 2016
30 June 2016
Outstanding at beginning and end of period 2,397,800 91p 2,397,800 91p
The warrants granted during the 2012 financial year did not have any significant fair value and have now
expired.
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 4 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.
22. Reconciliation of movements in shareholders’ funds
Audited Audited Audited Audited
31 December 30 June 31 December 30 June
2016 2016 2016 2016
£’000 £’000 £’000 £’000
Consolidated
Company
Loss for the period (1,172) (9,114) (423) (8,631)
Proceeds from shares issued 1,153 401 1,153 401
Issue of ordinary shares related to
business combination (note 30) 162 702 162 702
Currency translation differences on
foreign currency operations (63) 505 – –
Opening shareholders’ funds 6,792 14,298 7,738 15,266
Closing shareholders’ funds 6,872 6,792 8,630 7,738
45
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
23. Reconciliation of operating loss to net cash outflow from operating activities
Consolidated
Company
Audited Unaudited Audited Audited Unaudited Audited
Six months Six months 12 months Six months Six months 12 months
ended ended ended ended ended ended
31 December 31 December 30 June 31 December 31 December 30 June
2016 2015 2016 2016 2015 2016
£’000 £’000 £’000 £’000 £’000 £’000
Operating loss (1,027) (192) (717) (532) 93 (655)
Depreciation and
amortisation 3 3 6 1 1 2
VAT refunds received (24) (7) (22) (22) (7) (22)
Foreign exchange gain (14) (84) (146) – (366) –
Decrease in receivables 45 (23) 54 (15) (217) –
Increase in payables 67 15 12 85 39 40
Net cash outflow from
operating activities (950) (288) (813) (483) (457) (635)
24. Acquisition of subsidiary, net of cash acquired
Consolidated
Company
Audited Unaudited Audited Audited Unaudited Audited
Six months Six months 12 months Six months Six months 12 months
ended ended ended ended ended ended
31 December 31 December 30 June 31 December 31 December 30 June
2016 2015 2016 2016 2015 2016
£’000 £’000 £’000 £’000 £’000 £’000
Total consideration
paid (note 30) (162) – (1,435) (162) – (1,435)
Issue of shares (note 20) 162 – 702 162 – 702
Cash consideration paid – – (733) – – (733)
Net cash acquired – – 64 – – –
– – (669) – – (733)
46
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
25. Proceeds from issuance of ordinary shares
Consolidated
Company
Audited Unaudited Audited Audited Unaudited Audited
Six months Six months 12 months Six months Six months 12 months
ended ended ended ended ended ended
31 December 31 December 30 June 31 December 31 December 30 June
2016 2015 2016 2016 2015 2016
£’000 £’000 £’000 £’000 £’000 £’000
Share capital and
premium at end of
period (note 20) 33,637 32,322 32,322 33,637 32,322 32,322
Shares issued to
acquire subsidiaries (162) (702) (702) (162) (702) (702)
Directors loans
converted to shares (35) – – (35) – –
Share capital and
premium at beginning
of period (32,322) (31,219) (31,219) (32,322) (31,219) (31,219)
1,118 401 401 1,118 401 401
26. 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 14.
(c) Associates
Interests in associates are set out in note 14.
(d) Transactions with related parties
The following table provides details of payments to related parties during the period and outstanding
balances at the period-end date:
Paid Due by Paid Due by
during Company at during Company at
the period the year-end
period end year date
£’000 £’000 £’000 £’000
31 December 2016
30 June 2016
Serengeti Resources Pty. Ltd 51 9 84 7
Metallurgical Management Services Pty. Ltd 21 4 35 3
Athlone International Consultants Pty. Ltd 26 5 42 2
Mowbrai Ltd 13 3 24 3
R Siapno 5 1 8 1
116* 22 193* 16
* The above amounts represent directors’ fees and are included in directors’ remuneration per note 11.
47
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
26. Related party transactions (continued)
Related parties
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. Athlone International Consultants Pty. Ltd is a consultancy company controlled by the director
Mr. Ed Nealon. Mowbrai Limited is a consultancy company controlled by the director Mr. Laurence Read.
27. Commitments
Non-cancellable lease rentals payable as follows:
31 December 30 June
2016 2016
£’000 £’000
Less than one year 21 12
Between two and five years – –
21 12
Operating lease payments represent rentals payable by the Company for office space and equipment.
28. Contingent liabilities
Litigation is on-going against the Group relating to a 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.
The Company has options to acquire mining titles in Colombia, as at the balance sheet date, if it decided
to exercise all these options it would be liable to pay a maximum of US$462,500.
29. Subsequent events
As announced on 21 March 2017, the Company raised, in aggregate, £1,000,000 before expenses,
through a conditional placement, via Beaufort Securities Limited (“Beaufort Securities”), of 100,000,000
new ordinary shares of 0.2 pence each in the capital of the Company (the “Placing Shares”) (the
“Placing”) at a price of 1.0 pence per new ordinary share (the “Placing Price”).
In connection with the Placing, Beaufort Securities received a warrant over 5,000,000 ordinary shares
exercisable at a price of 1.5 pence per share and expiring two years from the date of admission of the
Placing Shares.
On 25 April 2017, Bezant, via its wholly-owned Colombian subsidiary, Ulloa Recursos Naturales S.A.S.
(“Ulloa”), exercised its pre-existing option over the FKJ-083 and HCA-082 licences. The decision to
exercise the Option was made following review of an independent scoping study, details of which were
announced on 8 March 2017 (the “Independent Scoping Study”), and the technical work conducted to
date, including the phase 2 recovery results announced on 3 April 2017. Under the terms of the option
agreement and associated transaction documents entered into when Bezant acquired Leeward Islands
Exploration LLC in January 2016, the exercise cost is, in aggregate, US$300,000, of which US$100,000
had been paid and a further US$200,000 is payable on or before 5 December 2017.
48
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
29. Subsequent events (continued)
As referred to in the Company’s announcement of 16 November 2015, the Company retains via Ulloa, a
further option in respect of licence HGE-082 in the Choco region (“Option 2”), covering approximately
91ha, which remains under evaluation.
On 30 May 2017, Ulloa entered into an agreement with Exumax S.A.S. (“Exumax”) (the “Mining
Services Agreement”) under the terms of which, Bezant has agreed to reimburse Exumax its monthly
budgeted costs plus a 10 per cent. management fee incurred in conducting the mandated Mining
Programme and for the provision of certain related accounting and administrative services.
In connection with the Mining Services Agreement, on 30 May 2017 the Company also entered into an
agreement with Verona Investment Group Inc. (“Verona”) to acquire a Panamanian special purpose
vehicle, Kellstown Investments Corp (“Kellstown”) (the “Acquisition Agreement”). Kellstown via its
wholly owned subsidiary Andean Mining S.A.S. (“Andean Mining”), owns both a processing plant and
mobile test plant (the “Mining and Exploration Equipment”) and certain other mining equipment (the
“Equipment”). Kellstown also holds, inter alia, intellectual property rights in relation to the Mining and
Exploration Equipment, and certain proprietary geological information and other data and intellectual
property rights for use by Exumax in performing its services under the Mining Services Agreement. The
consideration payable to Verona under the acquisition Agreement is US$200,000 and an initial equity
consideration comprising the issue of 25 million new ordinary shares of 0.2 pence each in the capital of
the Company (“Ordinary Shares”) (the “Tranche One Consideration Shares”) to Verona on
Completion. Deferred consideration comprising of a further 15 million Ordinary Shares will be payable
when the plant being acquired has for 10 consecutive scheduled work days processed 900m3 of material
per day (the “Tranche Two Consideration Shares”). Post Completion, Andean Mining will owe an
amount of approximately US$162,000 to Exumax being the balance due in relation to the Equipment and
which is payable by 31 July 2017.
Completion of the acquisition of Kellstown remains subject, inter alia, to the delivery of certain ancillary
legal documentation and the issue of the Tranche One Consideration Shares. The issue of the Tranche
One Consideration Shares and completion of the acquisition is currently expected to occur by 7 June
2017 (“Completion”).
30. Acquisition of subsidiaries
On 27 January 2016, the Company acquired the whole of the issued share capital of Leeward
Exploration LLC incorporated in Nevis for a consideration of US$1 million and 37,306,137 fully paid new
common shares in Bezant at 1.88 pence (approximately 2.68 cents) per share. Leeward and its
subsidiaries hold options over alluvial platinum and gold mining and exploration licences located in and
around Choco, Colombia.
49
Bezant Resources Plc
Notes to the financial statements (continued)
For the six months ended 31 December 2016
30. Acquisition of subsidiaries (continued)
The acquisition-date values of the assets acquired and liabilities assumed and the consideration
transferred were as follows:
Acquisition
£’000
Option rights 1,600
Trade and other receivables 95
Cash and cash equivalents 64
Trade and other payables (24)
Loans (321)
Net assets and liabilities acquired 1,414
Non-controlling interest 21
Total 1,435
Consideration:
– Issue of Bezant ordinary shares (note 20) (702)
– Cash paid (733)
Total consideration transferred (1,435)
The option rights were revalued to fair value at the date of acquisition. The excess amount paid for
Leeward and its subsidiary undertakings over the aggregate fair value of their separable net assets and
liabilities has been attributed to the option rights.
On 17 October 2016, the Company acquired the whole of the issued share capital of Colombian Mining
Data S.A. (“CMD”) incorporated in Panama for 7,201,745 fully paid new ordinary shares in Bezant. CMD
holds, inter alia, certain proprietary geological information and other data and intellectual property rights
to be utilised by Exumax S.A.S. (“Exumax”) in performing its services under the exploration agreement.
The acquisition-date values of the assets acquired and liabilities assumed and the consideration
transferred were as follows:
Acquisition
£’000
Intellectual property rights 162
Net assets and liabilities acquired 162
Consideration:
– Issue of Bezant ordinary shares (note 20) (162)
Total consideration transferred (162)
The intellectual property rights were revalued to fair value at the date of acquisition. The excess amount
paid for CMD over the aggregate fair value of their separable net assets and liabilities has been attributed
to the intellectual property rights.
50
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 JD LLP, 30 Portland Place, London W1B 1LZ, at 10.00 a.m. on Friday 30 June
2017.
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 3 is deemed to be ordinary business under the Company’s Articles of
Association and Resolutions 4, 5 and 6 are deemed to be special business under the Company’s Articles of
Association.
ORDINARY RESOLUTIONS
1.
2.
3.
To receive and consider the Company’s report and financial statements for the six months ended
31 December 2016 and the reports of the directors and auditors thereon.
To approve the re-appointment of Dr Bernard Olivier as an Executive Director of the Company, having
been made a director previously and being eligible for re-election.
To ratify the re-appointment of UHY Hacker Young LLP as auditors of the Company and to authorise the
directors to fix their remuneration.
4.
THAT, for the purposes of section 551 of the Companies Act 2006 (the “Act”):
(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 £860,781 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.
5.
THAT, the Company establish a share option scheme (the “Executive Share Option Scheme”) for its
directors, senior management, consultants and employees on the following terms: (i) the number of
options to be issued in any three year period shall not exceed 7.5% of the issued share capital of the
Company from time to time; (ii) the exercise price of the options shall be based on the volume weighted
average share price of the Company in the 30 days preceding the issue of such options; (iii) the options
should vest in three equal instalments on the first 31 December date following their issue and thereafter
on the second and third 31 December date following the issue of the options; and (iv) the options shall be
exercised within five years of their vesting date.
51
SPECIAL RESOLUTION
6.
THAT, subject to and conditional upon the passing of resolution number 4 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 4
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:
(a)
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;
(b)
the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities pursuant to
the exercise of any share options issued pursuant to the Executive Share Option Scheme (as defined
in resolution 5 above) representing 7.5% of the issued ordinary share capital of the Company from
time to time; and
(c)
the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities for
cash up to an aggregate nominal value not exceeding £779,749;
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: 2 June 2017
52
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:
•
•
in the event that this AGM is adjourned, at close of business 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.
close of business on 28 June 2017; or,
Changes to the register of members after close of business on 28 June 2017 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, 34 Beckenham Road, Beckenham, Kent BR3 4TU for further information.
A proxy does not need to be a member of the Company but must attend the AGM to represent you. Details of how to appoint the
Chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish
your proxy to speak on your behalf at the AGM you will need to appoint your own choice of proxy (not the Chairman) and give your
instructions directly to them.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not
appoint more than one proxy to exercise rights attached to any one share.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the
resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
Appointment of proxy using hard copy proxy form
7.
The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy
using the proxy form, the form must be:
•
•
sent or delivered to the Company’s Registrars, Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF;
and
completed and signed;
received by Capita Asset Services no later than 10.00 a.m. on 28 June 2017.
•
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 Asset Services (CREST Participant ID Number RA10) by 10.00 a.m. on 28 June
2017. 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.
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.
53
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, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies
will take precedence.
Termination of proxy appointments
11.
In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your
intention to revoke your proxy appointment to Capita Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case
of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer
of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is
signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by Capita Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU 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 5 June 2017, the Company’s issued share capital comprised 304,953,507 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 5 June 2017 is 304,953,507.
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:
•
•
Communication
For at least 15 minutes prior to the meeting; and
During the meeting.
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
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.
Executive Share Option Scheme
15.
The Company has not issued any ordinary shares or options over ordinary shares to Directors or Employees since 2007, save for
the ordinary shares issued to Directors in settlement of Directors fees owed to them.
The Company proposes to establish a Share Option Scheme with the following terms:
•
the number of options to be issued in any three year period shall not exceed 7.5% of the issued share capital of the Company
from time to time;
•
•
the exercise price of the options shall be based on the volume weighted average share price of the Company’s ordinary shares
in the 30 days preceding the issue of the options;
the options shall vest in three equal instalments on the first 31 December date following their issue and thereafter on the second
and third 31 December following the issue of the options; and
the options shall be exercisable within five years of their vesting date.
•
It is proposed that, if Resolution 5 is approved, an initial issue of options be considered by the Remuneration committee once the
Company’s Choco Project in Colombia is operational and has reported its first production.
54
sterling 169332